/raid1/www/Hosts/bankrupt/TCR_Public/200627.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 26, 2020, Vol. 24, No. 177
Headlines
1934 BEDFORD: Seeks to Hire Loeb & Loeb as Bankruptcy Counsel
510 R.O.K. REALTY: Plan to be Funded by Asset Sale Proceeds
APODACA ENTERPRISES: Eileen Lopez Objects to Plan & Disclosure
ARCHDIOCESE OF SANTA FE: Seeks Approval to Hire REDW as Accountant
BOSS OYSTER: Sale to Give Unsecureds 20% Recovery
CDT DE SAN SEBASTIAN: Seeks to Hire JE&MA CPA as Accountant
CHINOS HOLDINGS: Taps KPMG to Provide Tax Services
CLARE OAKS: Taps Getzler Henrich as Financial Advisor
COVENANT CHURCH: Hires Robert O Lampl as Legal Counsel
DAMEN 4 MANAGEMENT: Taps Fox Rothschild as Legal Counsel
DIAMOND SPORTS: S&P Lowers Senior Secured Debt Rating to 'BB-'
EF-290 LLC: Seeks Approval to Hire Hajjar Peters as Legal Counsel
EXPLORE KNOWLEDGE: S&P Lowers Revenue Debt Rating to 'BB+'
FORUM ENERGY: S&P Upgrades ICR to 'CCC-' on Distressed Debt Tender
GARTNER INC: S&P Assigns 'BB' Rating on New $500MM Unsecured Notes
INTELSAT SA: Seeks to Hire AlixPartners as Financial Advisor
J.C. PENNEY: Hires Jackson Walker as Local Counsel
J.C. PENNEY: Seeks Approval to Hire Kirkland & Ellis as Counsel
J.C. PENNEY: Seeks Approval to Hire KPMG as Tax Consultant
JO-ANN STORES: S&P Lowers ICR to 'SD' on Distressed Repurchase
MCCLATCHY CO: Seeks to Hire Ernst & Young to Provide Tax Services
NEIMAN MARCUS: S&P Rates $675MM DIP Term Loan 'B'
QUARTER HOMES: Seeks Approval to Hire Osborn Maledon as Counsel
RANCHER'S LEGACY: James L. Ratcliff Objects to Disclosure Statement
ROCHESTER HOLDING: Hires Valldejuli & Associates as Counsel
ROCKPORT DEVELOPMENT: U.S. Trustee Appoints Creditors' Committee
RUBIE'S COSTUME: Seeks to Hire Meyer Suozzi as Legal Counsel
RUBIE'S COSTUME: Seeks to Hire Togut Segal as Co-Counsel
SM ENERGY: S&P Upgrades ICR to 'CCC+' After Distressed Exchange
SOUTH BEACH STREET: Seeks to Hire Clayton Roper as Appraiser
TERRIER MEDIA: S&P Alters Outlook to Negative, Affirms 'B' ICR
VILLA ABRIGO: Has Until July 8 to File Plan & Disclosures
WEATHERS PROPERTIES: Seeks to Hire Launch Real Estate
YOUNG SMILES: Plan to be Funded by Continued Business Operations
[^] BOOK REVIEW: Bendix-Martin Marietta Takeover War
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1934 BEDFORD: Seeks to Hire Loeb & Loeb as Bankruptcy Counsel
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1934 Bedford, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Loeb & Loeb, LLP as its
new legal counsel.
Loeb & Loeb will substitute for Wayne Greenwald, P.C., the firm
that initially handle Debtor's Chapter 11 case.
The hourly rates for the firm's attorneys and paralegals who will
provide the services are as follows:
Partners $675 - $1,200
Associates $485 - $770
Paralegals $260 - $440
Schuyler Carroll, Esq., a partner at Loeb & Loeb, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Schuyler G. Carroll, Esq.
William Hawkins, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Telephone: (212) 407-4000
Facsimile: (212) 407-4990
Email: scarroll@loeb.com
whawkins@loeb.com
About 1934 Bedford
1934 Bedford LLC operates and develops a multi-unit building in
Brooklyn, N.Y.
On Aug. 2, 2019, an involuntary petition for relief under Chapter
11 of the Bankruptcy Code was filed against Bedford by creditors
Simply Brooklyn Realty, HTC Construction Management, Inc., HTC
Plumbing, Inc., (Bankr. E.D.N.Y. Case No. 19-44751). Bedford
consented to the entry of an order for relief under Chapter 11 of
the Bankruptcy Code on Sept. 12, 2019.
The creditors are represented by Rosenberg Musso & Weiner, LLP
while Bedford is represented by Loeb & Loeb LLP.
Judge Carla E. Craig oversees the case.
510 R.O.K. REALTY: Plan to be Funded by Asset Sale Proceeds
-----------------------------------------------------------
Debtor 510 R.O.K. Realty, LLC, d/b/a ROK Health & Fitness, d/b/a
510 Ocean Avenue, d/b/a ROK Group filed a Plan of Reorganization
and a Disclosure Statement on May 26, 2020.
The Debtor, Guarantors and the Landlord have engaged in extensive
settlement negotiations which have resulted in the proposed
settlement ("Settlement"). The Settlement provides for all of the
settling parties to withdraw and release all claims against one
another and for the Debtor and its sub-tenants to vacate by a Date
Certain. The Debtor has also entered into a separate settlement
agreement with one of its tenants, the only one that is still in
the space, to vacate the space no later than July 15, 2020. Those
settlements will be presented to the Court for approval.
Faced with having to dispose of its equipment under the proposed
Settlement, which would result in the expungement of a claim that
was now more than $200,000 in pre and post petition rent in the
middle of a pandemic that has destroyed its industry the Debtor
attempted to get quotes to move its equipment into storage. No
companies were operating and the quotes the Debtor received for
when they were operating were for more than the equipment was
worth. The Debtor obtained several offers to buy the equipment,
the best offer was for $23,000. That vendor would only buy it if
his crew could take all of it on May 15, 2020. When the Debtor
attempted to move the date to obtain Court approval (the
Stipulation was still being finalized) the Vendor said it was that
day or not at all. Since vacating by June 1,2020 was a material
part of the Settlement, the Debtor went through with the Sale.
If those settlements are approved there are only a few pre-petition
unsecured creditors to be paid and any Allowed Administrative
Claims to be paid. Excluding to Landlord’s claim which will be
withdrawn pursuant to the Settlement, unsecured claims totaling
$21,243 have been filed.
Holders of Class 1 Unsecured Non-Priority Prepetition Claims will
receive a pro rata distribution of their allowed claims, without
interest from available sales proceeds.
Class 2 consists of the claim of Insider Claims which would consist
of any Insider Loans or advances. There will be no distribution to
this Class. This Class is impaired but not permitted to vote on the
Plan as all members are insiders.
The Plan shall be effectuated by the Debtor making all of the
payments required under the Plan from the Sales Proceeds and other
funds on hand and the Debtor's principals infusing sufficient funds
to make those payments. The Debtor shall then file final tax
returns and dissolve.
A full-text copy of the disclosure statement dated May 26, 2020, is
available at https://tinyurl.com/y7j2uyv6 from PacerMonitor at no
charge.
The Debtor is represented by:
Rosen & Kantrow, PLLC
Avrum J. Rosen
38 New Street
Huntington, NY 11743
Tel: (631) 423-8527
E-mail: arosen@rkdlawfirm.com
About 510 R.O.K. Realty
510 R.O.K. Realty, LLC, owns and operates fitness and entertainment
facilities. It conducts business under the names ROK Health &
Fitness, 510 Ocean Avenue and ROK Group.
510 R.O.K. Realty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-75344) on July 30,
2019. At the time of the filing, the Debtor disclosed $542,670 in
assets and $1,188,490 in liabilities. Judge Louis A. Scarcella
oversees the case.
The Debtor tapped Rosen & Kantrow, PLLC as legal counsel; Warren
Hirsch, CPA as accountant; and Brown Harris Stevens Commercial Real
Estate, LLC as business broker.
APODACA ENTERPRISES: Eileen Lopez Objects to Plan & Disclosure
--------------------------------------------------------------
Eileen Lopez, individually and as trustee of the Eileen Ann Lopez
Trust, creditor and landlord under a commercial lease agreement for
6361 Clark Road, Paradise, California 95969, objects to the
Combined Disclosure Statement and Plan of Reorganization filed by
the debtor Apodaca Enterprises, Inc.
Lopez claims that the Debtor agreed to insure 100% of the
replacement value of the Landlord's Property. But the Debtor only
had the Property insured up to the amount of $550,000. Thus, the
Debtor underinsured the Property by an estimated $625,000.
Lopez points out that the Debtor is liable under the Lease for
unpaid monthly lease payments in the amount of $7,975.25 during the
period October 1, 2019 to October 1, 2021 (25 months) ($199,375)
and for unpaid monthly lease payments in the amount of $8,773.60
during the period November 1, 2021 through October 1, 2026 (60
months), and thus Debtor is liable for total unpaid lease payments
in the amount of $726,555, plus attorneys’ fees and costs.
Lopez asserts that the Plan separately classifies “undisputed
claims” -which are asserted to exist by the Debtor but did not
file claims – from “disputed claims” which consists solely of
the Landlord’s claim. The Plan cannot be confirmed with the
proposed classification.
Lopez further assrts that it appears that the Debtor’s PG&E claim
would include all future lost profits, and appears would at a bare
minimum be in the range of $100,000 to $200,000, and potentially
significantly more Debtor is “hiding the ball” as far as
disclosing its own analysis and estimate of the value of its PG&E
claims.
A full-text copy of Lopez' objection to disclosure statement and
plan dated May 26, 2020, is available at
https://tinyurl.com/yb6rqk24 from PacerMonitor at no charge.
Attorneys for Eileen Lopez:
Thomas R. Phinney
PARKINSON PHINNEY
3600 American River Drive, Suite 145
Sacramento, California 95864
Telephone: (916) 449-1444
Facsimile: (916) 449-1440
E-mail: tom@parkinsonphinney.com
Corey R. Weber
Jessica L. Bagdanov
BRUTZKUS GUBNER
21650 Oxnard Street, Suite 500
Woodland Hills, CA 91367
Telephone: (818) 827-9000
Facsimile: (818) 827-9099
E-mail: cweber@bg.law
jbagdanov@bg.law
About Apodaca Enterprises
Apodaca Enterprises, Inc., a company in the fast food restaurants
industry, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Cal. Case No. 19-26373) on Oct. 11, 2019. At the time
of the filing, the Debtor disclosed $1,061,853 in assets and
$106,377 in liabilities. The case is assigned to Judge Christopher
D. Jaime. The Debtor is represented by the Law Offices of Gabriel
Liberman, APC.
ARCHDIOCESE OF SANTA FE: Seeks Approval to Hire REDW as Accountant
------------------------------------------------------------------
The Roman Catholic Church of the Archdiocese of Santa Fe seeks
approval from the U.S. Bankruptcy Court for the District of New
Mexico to employ REDW, LLC as accountants.
The Debtor requests a supplemental order for employment of REDW to
perform accounting services for the Debtor, including but not
limited to completing Debtor's annual audits for 2020, and
thereafter, of its financial records combined with the annual
audits of the Annual Catholic Appeal Foundation of the Archdiocese
of Santa Fe and annual audits of the Archdiocese Deposit and Loan
Fund Trust, and any other accounting services that may be necessary
and that REDW agrees to perform.
The services provided by REDW will not duplicate or overlap the
efforts of any other professional retained by the Debtor.
The Debtor requests authority to pay REDW the reasonable and
necessary fees for accounting services rendered, including for the
2020 audit services, for which REDW has provided the following
pricing: (a) Base fee of $74,000 for the 2020 Audit; (b) any
extended services related to the 2020 Audit, requested by the
Debtor, or if such services are required to complete the audit,
they would be billed at REDW's standard hourly rates ($130 to
$330), depending upon the degree of responsibility involved and the
experience level of the personnel assigned, in which case, REDW
will discuss the situation with Debtor before proceeding; (c)
Additional accounting services performed by REDW will be billed at
REDW's standard hourly rates ($130 to $330); (d) plus applicable
New Mexico gross receipts tax on all fees. In addition, Debtor
requests authority to pay REDW the reasonable and necessary fees
for audit services for future years, if applicable and requested by
Debtor, for which the proposed base fee would be noticed to the
Unsecured Creditors' Committee and the United States Trustee and,
if after ten days, there were no objections, REDW could proceed as
otherwise requested in this Motion.
Laurel Shelton, a Certified Public Accountant at REDW, LLC,
disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Laurel Shelton
REDW, LLC
7425 Jefferson St NE
Albuquerque, NM 87109
Telephone: (505) 998-3200
E-mail: lshelton@redw.com
About Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe is an
ecclesiastical territory or diocese of the southwestern region of
the United States in the state of New Mexico. At present, the
Archdiocese of Santa Fe covers an area of 61,142 square miles.
There are 93 parish seats and 226 active missions throughout this
area. For more information, visit https://www.archdiosf.org/
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D.
N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
Judge David T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel; Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and
King Industries Corporation and REDW, LLC as accountants.
BOSS OYSTER: Sale to Give Unsecureds 20% Recovery
-------------------------------------------------
Debtors Boss Oyster, Inc., and Seagrape Enterprises of
Apalachicola, Inc., filed an Amended Disclosure Statement
describing its Plan of Liquidation on May 26, 2020.
On May 22, 2020, the Debtors filed a motion to sell the same real
property prior to auction to Preferred Coastal Properties, LLC
("Buyer") in an effort to avoid the uncertainty of an auction and
provide a substantial dividend to unsecured creditors. As part of
the consideration for the purchase price sale, the owners of the
Debtor and Related Debtor are transferring their equity interests
in the businesses to another entity with similar ownership of the
Buyer via the Amended Plan. In so doing, the Debtors' insurance
claims will no longer be a part of these estates. The Buyer's offer
allows these jointly administered bankruptcy cases to achieve
finality by essentially transferring all assets to the Buyer in
return for payment in full of secured claims, tax claims,
administrative expenses, and at 20% dividend to unsecured creditors
as set forth in the Plan.
Class 2 Centennial Bank claims in the amounts of $554,985 and
$48,880. These claims will be paid in full upon the proposed sale
of the Debtor's property. Part of these claims are expected to
include postpetition fees, interest, and costs pursuant to Section
506. The Debtor and Related Debtor are proposing to pay a total of
$85,000, apportioned between the cases once an agreement is
reached, to Centennial on account of its assertion to monies.
Class 5 general unsecured claims will receive a 20 percent dividend
in the event the sale to Buyer occurs.
As to Class 6 Equity interest holders, Caroline and Larry Maddren,
in the event the sale motion is granted and the Debtor's real
property is sold to Buyer, the equity security holders will
transfer their equity interests in the Debtor to an entity with
similar ownership of the Buyer as part of the consideration for the
sale as outlined in the Sale Motion.
If the Sale Motion is not approved or if the sale to Buyer does not
otherwise occur, the equity security holders will not receive a
dividend unless all other creditors and claims are paid.
Payments and distributions under the Plan will be funded by the
funds received from the proposed sale to Buyer as outlined in the
Sale Motion. In the event the sale to Buyer does not occur, the
Plan will be funded by insurance proceeds obtained, if any, the
Debtor's bank account, and the sale of the Debtor's real property
via auction.
A full-text copy of the Amended Disclosure Statement dated May 22,
2020, is available at https://tinyurl.com/y9v2lm83 from
PacerMonitor at no charge.
The Debtors are represented by:
Bruner Wright, P.A.
Robert C. Bruner
Byron Wright III
2810 Remington Green Circle
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
E-mail: rbruner@brunerwright.com
twright@brunerwright.com
About Boss Oyster Inc.
Boss Oyster Inc. owns and operates an oyster bar restaurant in
Apalachicola, Fla.
Boss Oyster and its affiliate Seagrape Enterprises of Apalachicola,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Fla. Lead Case No. 19-40357) on July 12, 2019. At the
time of the filing, Boss Oyster was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. The cases have been assigned to Judge Karen K. Specie.
Bruner Wright, P.A., is the Debtors' bankruptcy counsel.
CDT DE SAN SEBASTIAN: Seeks to Hire JE&MA CPA as Accountant
-----------------------------------------------------------
CDT De San Sebastian Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ JE&MA CPA
Consulting Solutions LLC as its accountant.
The firm's services will include auditing and issuing financial
statements; the preparation and filing of tax returns; accounting,
tax and financial analyses; and assistance in the preparation of a
Chapter 11 plan.
The firm will be compensated at $10,000 for audit and tax services
and $1,000 for the tax returns, plus direct out-of-pocket
expenses.
Debtor paid the firm a retainer fee in the amount of $5,000.
Jose Esparra, a certified public accountant at JE&MA CPA, disclosed
in court filings that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jose Esparra
JE&MA CPA Consulting Solutions LLC
1605 Ponce de Leon, Suite 600
San Juan, PR 00909
Telephone: (787) 643-0153
Email: jose.esparra@jemacpa.com
About CDT De San Sebastian
CDT De San Sebastian Inc., a tax-exempt entity that operates an
outpatient care center in San Sebastian, P.R., sought Chapter 11
protection (Bankr. D.P.R. Case No. 19-06636) on Nov. 13, 2019. At
the time of the filing, Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. Judge
Brian K. Tester oversees the case. Debtor has tapped Jose Ramon
Cintron, Esq., as its legal counsel, and JE&MA CPA Consulting
Solutions LLC, as its accountant.
CHINOS HOLDINGS: Taps KPMG to Provide Tax Services
--------------------------------------------------
Chinos Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ KPMG, LLP.
KPMG will provide tax compliance services as follows:
(i) preparation of state and local transaction tax returns
and supporting schedules for the reporting period October 2019 to
August 2020, for certain entities and jurisdictions;
(ii) respond to routine correspondence received from tax
authorities associated with the tax returns prepared by KPMG
including but not limited to:
(a) general questions from the taxing authority with
respect to the returns prepared by KPMG;
(b) providing copies of returns, information on payments
or mailing, and filing frequency changes.
(iii) preliminary engagement planning activities related to the
tax returns specified for the immediately succeeding tax year.
KPMG will be compensated for its tax compliance services as
follows:
* $10,251 per month. Base monthly fee for the preparation
of up to 3,403 sales and use tax returns per year.
* $12,301 per month. For data received late, the fee for
the preparation and filing of up to 3,403 sales and use tax returns
per year.
* $36 per month. The cost of each additional return
exceeding the estimated quarterly average will be added to the base
monthly fee.
* $350 per sales tax registration and renewal requested.
For additional services such as sales tax registration and
renewal.
For additional tax compliance services, KPMG will be paid at hourly
rates as follows:
Partners/Managing Directors $930
Senior Managers $840
Managers $660
Senior Associates $480
Associates $360
Aside from tax compliance services, KPMG has also agreed to provide
tax restructuring services, which include:
(i) analysis of any 26 U.S.C. Sec. 382 issues related to any
restructuring alternatives;
(ii) analysis of net unrealized built-in gains and losses
regulations as applied to the ownership change, if any, resulting
from or in connection with the restructuring;
(iii) review of Debtors' tax attributes including net operating
losses, tax basis in assets, and tax basis in stock of subsidiaries
as relevant to the restructuring;
(iv) analysis of cancellation of debt income;
(v) analysis of the application of the attribute reduction
rules, including a benefit analysis of certain elections as related
to the restructuring;
(vi) analysis of the tax implications of any internal
reorganizations and proposal of restructuring alternatives;
(vii) cash tax modeling of the tax benefits or tax costs of
restructuring alternatives;
(viii) analysis of the tax implications of any dispositions of
assets or subsidiary stock pursuant to the restructuring;
(ix) analysis of bad debt, worthless stock and retirement tax
losses associated with the restructuring;
(x) analysis of any proof of claims from tax authorities; and
(xi) analysis of the tax treatment of restructuring related
costs.
The hourly rates for tax restructuring services are as follows:
Tax Restructuring Services Discounted Rate
-------------------------- ---------------
Partners/Managing Directors $711 - $789
Senior Managers $636 - $669
Managers $537 - $573
Senior Associates $447
Associates $336 - $339
Paraprofessionals $210 - $294
Meanwhile, the hourly rates for general tax consulting services are
as follows:
Partners/Managing Directors $930
Senior Managers $840
Managers $660
Senior Associates $480
Associates $360
KPMG received $1,863,381 from Debtors during the 90-day period
prior to the petition date.
Howard Steinberg, a partner at KPMG, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Howard Steinberg
KPMG LLP
560 Lexington Ave.
New York, NY 10022
Telephone: (212) 872-6562
Email: hbsteinberg@kpmg.com
About Chinos Holdings
Chinos Holdings, Inc., designs apparels, offering clothing for men,
women and children, as well as accessories. Chinos Holdings serves
customers worldwide.
Chinos Holdings, Inc. and its affiliates, including J.Crew Group,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 20-32181) on May 4, 2020.
At the time of the filing, Debtors disclosed assets of between $1
billion and $10 billion and liabilities of the same range.
Judge Keith L. Phillips oversees the cases.
Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel;
Hunton Andrews Kurth, LLP as local counsel; Lazard Freres & Co.
LLC; Alixpartners, LLP as financial advisor; Hilco Real Estate, LLC
as real estate advisor; KPMG LLP as tax consultant; and Omni Agent
Solutions, LLC as claims, noticing and solicitation agent and as
administrative advisor.
The official committee of unsecured creditors appointed in Debtors'
bankruptcy cases tapped Pachulski Stang Ziehl & Jones LLP as legal
counsel; Hirschler Fleischer, P.C. as local counsel; and Province,
Inc. as financial advisor.
CLARE OAKS: Taps Getzler Henrich as Financial Advisor
-----------------------------------------------------
Clare Oaks seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to employ Getzler Henrich and
Associates, LLC as financial advisor.
Getzler Henrich and Associates (GH) will render the following
financial services to the Debtor:
(a) review and understand near term (13-26 week) cash flow
forecasts and assess overall accuracy, issues or material variances
and rationale;
(b) assess financial projections, operational performance
issues and trending of key metrics including rate of sale of units,
occupancy/census, life-care utilization and costs, patient mix,
sourcing and marketing process, payor mix and trends, local
demographics, competitive factors and other key drivers of
operational performance;
(c) assess existing working capital levels, cash and liquidity
constraints;
(d) assist in the preparation of information necessary for the
continued operations the Debtors during chapter 11. These may
include assistance in preparation of statutory filings (Monthly
Operating Reports, etc.) or other information in connection with
the completion of the bankruptcy process;
(e) assist in negotiations with lenders, Bondholders, the
Official Committee and other constituents in connection with the
chapter 11 process;
(f) assist in the development of a proposed exit strategy
which may include projections, liquidation analyses and other
documentation necessary for approval of a Plan of Reorganization or
Plan of Liquidation;
(g) provide testimony in Bankruptcy Court in connection with
Plan feasibility and viability, including the feasibility and
viability of Plans which may be subject to potential Confirmation
including Plans filed or to be filed by the Bondholders, Committee,
Debtor or other parties; GH may also provide testimony in
connection with other matters consistent with GH's role in these
proceedings;
(h) work with counsel to assist in connection with all aspects
of the chapter 11 process; and,
(i) provide such other services as are consistent with the
objectives of this effort and as needed in connection with the
chapter 11 process.
The hourly billing rates of GH's professionals are as follows:
Principals; Managing Directors $535 - $695
Directors; Specialists $465 - $595
Associate Professionals $160 - $455
In addition to professional fees for the services described in the
GH Engagement Letter, GH's invoices and fee applications will
include requests for reimbursement of reasonable expenses,
including travel, report production, delivery services, and other
costs incurred in providing the services, consistent with the Local
Rules.
GH has not received any retainer or other payments in connection
with the Chapter 11 Case. GH has not received any promises
regarding compensation in the Chapter 11 Case other than in
accordance with the Bankruptcy Code and as set forth in this
Declaration. With respect to the services to be provided to the
Debtor, GH has no agreement with any nonaffiliated entity to share
any revenues earned in the Chapter 11 Case.
Daniel S. Polskyof, a managing director at Getzler Henrich &
Associates LLC, disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Daniel S. Polskyof
GETZLER HENRICH & ASSOCIATES LLC
295 Madison Avenue, 20th Floor
New York, NY 10017
Telephone: (212) 697-2400
E-mail: dpolsky@getzlerhenrich.com
About Clare Oaks
Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit
corporation that operates a continuing care retirement community.
Its facilities and services include independent living, assisted
living, skilled nursing, rehabilitation, and memory care services.
Clare Oaks sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. It
previously sought bankruptcy protection (Bankr. N.D. Ill. Case No.
11-48903) on Dec. 5, 2011.
At the time of the filing, the Debtor estimated assets of between
$10 million and $50 million and liabilities of between $100 million
and $500 million.
Judge Donald R. Cassling oversees the case.
The Debtor tapped Polsinelli PC as legal counsel; Solic Capital
Advisors LLC as financial advisor; and Stretto LLC as claims and
balloting agent and as administrative advisor.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on June 28, 2019. The
committee tapped Perkins Coie, LLP as its legal counsel.
COVENANT CHURCH: Hires Robert O Lampl as Legal Counsel
------------------------------------------------------
Covenant Church of Pittsburgh seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Robert O Lampl Law Office as its legal counsel.
The firm's services will include:
(a) assisting Debtor in the administration of its bankruptcy
estate and representing Debtor on matters involving legal issues
that are present or are likely to arise in the case;
(b) preparing any legal documentation;
(c) reviewing reports for legal sufficiency; and
(d) furnishing information on matters regarding legal actions
and consequences.
The firm's attorneys and paralegals will be paid at hourly rates as
follows:
Robert O. Lampl $450
John P. Lacher $400
Ryan J. Cooney $300
Alexander L. Holmquist $300
Sy O. Lampl $250
Paralegal $150
No attorney at Robert O Lampl Law Office represents any interest
adverse to Debtor, according to court filings.
The firm can be reached at:
Robert O. Lampl, Esq.
John P. Lacher, Esq.
Ryan J. Cooney, Esq.
Sy O. Lampl, Esq.
Alexander L. Holmquist, Esq.
Robert O Lampl Law Office
223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222
Telephone: (412) 392-0330
Facsimile: (412) 392-0335
Email: rlampl@lampllaw.com
About Covenant Church of Pittsburgh
Covenant Church of Pittsburgh, a tax-exempt religious organization
in Pittsburgh, Pa, filed a Chapter 11 petition (Bankr. W.D. Penn.
Case No. 20-21778) on June 9, 2020. The petition was signed by
Bishop Joseph L. Garlington Sr. At the time of the filing, Debtor
disclosed assets of $1 million to $10 million and liabilities of
the same range. Debtor is represented by Robert O Lampl Law
Office.
DAMEN 4 MANAGEMENT: Taps Fox Rothschild as Legal Counsel
--------------------------------------------------------
Damen 4 Management of Illinois, LLC and Damen 4 Management, LLC
received approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ Fox Rothschild, LLP as their legal
counsel.
The firm's services will include:
(a) advising Debtors of their rights, powers and duties in
connection with the administration of their bankruptcy estates and
the operation of their businesses;
(b) advising Debtors with respect to asset dispositions;
(c) assisting Debtors in the negotiation, formulation and
drafting of a Chapter 11 plan;
(d) taking necessary actions with respect to claims that may
be asserted against Debtors and property of the estates;
(e) preparing legal papers;
(f) representing Debtors with respect to inquiries and
negotiations concerning creditors and property of the estates; and
(g) initiating, defending or otherwise participating in all
proceedings before the bankruptcy court or any other court of
competent jurisdiction.
Fox Rothschild's hourly rates range from $420 to $885 for partners,
$275 to $395 for associates, and $255 to $415 for
paraprofessionals.
The firm's attorneys and paralegals who are expected to provide the
services will be paid at hourly rates as follows:
Brian L. Shaw $610
Mark L. Radtke $520
David S. Kershaw $275
Patricia M. Fredericks (paralegal) $250
Fox Rothschild received a pre-bankruptcy retainer in the amount of
$75,000.
Brian Shaw, Esq., a partner at Fox Rothschild, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brian L. Shaw, Esq.
Mark Radtke, Esq.
Fox Rothschild, LLP
321 North Clark Street, Suite 1600
Chicago, IL 60654
Telephone: (312) 666-2833
Facsimile: (312) 517-9201
Email: bshaw@foxrothschild.com
mradtke@foxrothschild.com
About Damen 4 Management of Illinois
Chicago, Ill.-based Damen 4 Management of Illinois, LLC is a
privately held company in the healthcare industry.
On May 27, 2020, Damen 4 Management of Illinois and its affiliate,
Damen 4 Management, LLC, filed voluntary Chapter 11 petitions
(Bankr. N.D. Ill. Lead Case No. 20-11501). The petitions were
signed by Damen CEO Brian Carey. At the time of the filings, each
Debtor disclosed assets of $1 million to $10 million and
liabilities of the same range. Debtors are represented by Fox
Rothschild, LLP.
DIAMOND SPORTS: S&P Lowers Senior Secured Debt Rating to 'BB-'
--------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Sinclair
Broadcast Group Inc. subsidiary Diamond Sports Group LLC's (DSG)
senior secured debt to 'BB-' from 'BB' and revised the recovery
rating to '3' from '2'.
The downgrade reflects the higher mix of secured debt in DSG's
capital structure following Sinclair's exchange of $66 million of
DSG's 6.625% senior unsecured notes due in 2027 for a combination
of cash and $31 million of new DSG 12.75% senior secured notes due
in 2026. It also reflects revised assumptions relating to the
noncollateral value shared between secured and unsecured lenders
based on the company's disclosures. The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery for lenders in the event of a payment
default. S&P is also removing the senior secured issue-level rating
from CreditWatch, where we placed it with negative implications on
May 12, 2020.
At the same time, S&P raised the issue-level rating on DSG's senior
unsecured notes to 'B+' from 'B' and revised the recovery rating to
'5' from '6', after revising its obligor/nonobligor valuation
split. DSG's non-wholly owned subsidiaries (including its joint
ventures with certain sports teams) do not guarantee its debt and
have not pledged assets to secure DSG's debt. Moreover, equity
interests in JVs have not been pledged by DSG or its guaranteeing
subsidiaries. S&P believes the value contributed to DSG from its
joint ventures would accrue to secured (via an unsecured deficiency
claim) and unsecured lenders in a default scenario. The '5'
recovery rating indicates S&P's expectation for modest (10%-30%;
rounded estimate: 15%) recovery.
S&P rates the company (and evaluate its credit metrics) at the
ultimate parent, Sinclair Broadcast Group, which consolidates the
operations of Sinclair Television Group Inc. (STG; owner of the
broadcast television stations) and DSG (owner of the regional
sports networks). S&P's 'BB-' issuer credit rating and negative
outlook on Sinclair continue to reflect uncertainty regarding the
extent of the coronavirus pandemic impact on performance and the
company's ability to reduce leverage comfortably below 5.5x over
the next year.
"We expect Sinclair's leverage will increase above 6x in 2020 from
the mid-5x area in 2019 due to a double-digit percent decline in
EBITDA from DISH Network Corp. dropping the regional sports
networks in 2019 and advertising revenue declines in 2020. However,
we expect EBITDA will largely bounce back in 2021 as advertising
revenue recovers and distribution revenue increases across its
television broadcast stations and regional sports networks,
dropping leverage to 5x-5.5x in 2021," S&P said.
ISSUE RATINGS – RECOVERY ANALYSIS
Sinclair issues debt at its operating subsidiaries, which S&P
analyzes separately to determine recovery prospects. STG and its
subsidiaries do not guarantee the debt at DSG, and DSG and its
subsidiaries do not guarantee the debt at STG.
Diamond Sports Group LLC
Key analytical factors
-- DSG is the borrower of a $650 million senior secured revolving
credit facility maturing in 2024, $3.3 billion senior secured term
loan B maturing in 2026, $3.05 billion of 5.375% senior secured
notes due in 2026, $31 million of 12.75% senior secured notes due
in 2026, and $1.753 billion outstanding of 6.625% senior unsecured
notes due in 2027.
-- DSG's senior secured debt is guaranteed by Diamond Sports
Intermediate Holdings LLC, DSG, and Diamond Sports Intermediate
Holdings' existing and future direct or indirect wholly owned
domestic restricted subsidiaries (subject to certain exceptions).
The senior secured debt is secured by DSG and each wholly owned
material restricted subsidiary of Diamond Sports Intermediate
Holdings directly held by Diamond Sports Intermediate Holdings,
DSG, or a subsidiary guarantor.
-- DSG's non-wholly owned subsidiaries, including its joint
ventures with certain sports teams, do not secure or guarantee its
debt. As of March 31, 2020, about 25% of DSG's EBITDA came from
nonguarantor restricted subsidiaries.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default in 2024
due to a steep decline in distribution revenue stemming from an
acceleration in subscriber declines because multichannel video
programming distributors reduce their carriage or pass rising
sports programming costs onto consumers.
-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR at 2.5%, the spread on the revolving credit
facility rising to 5% as covenant amendments are obtained, and all
debt including six months of prepetition interest.
-- S&P values DSG on a going-concern basis using a 6.5x multiple
of the rating agency's projected emergence EBITDA, 0.5x lower than
the multiple it uses for STG because broadcast television benefits
from growth in retransmission and political advertising and does
not have the same level of secular pressure affecting cable
networks.
Simplified waterfall
-- EBITDA at emergence: about $790 million
-- EBITDA multiple: 6.5x
-- Gross recovery value: about $5.1 billion
-- Obligor/nonobligor valuation split: 75%/25%
-- Net recovery value for waterfall after administrative expenses
(5%): about $4.9 billion
-- Total value available for senior secured debt claims (including
value available for deficiency claims): about $4.3 billion
-- Estimated senior secured debt claims: about $7 billion
-- Recovery range: 50%-70% (rounded estimate: 60%)
-- Value available for unsecured debt claims: about $915 million
-- Estimated senior unsecured debt claims and secured debt
deficiency claims: about $3.3 billion
-- Recovery range: 10%-30% (rounded estimate: 15%)
EF-290 LLC: Seeks Approval to Hire Hajjar Peters as Legal Counsel
-----------------------------------------------------------------
EF-290, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ Hajjar Peters, LLP as its legal
counsel.
The firm's services will include:
(a) advising Debtor of its powers and duties in the continued
operation of its business and management of its property;
(b) advising Debtor of its responsibilities under the
Bankruptcy Code;
(c) assisting Debtor in preparing and filing the bankruptcy
schedules, statement of affairs, monthly financial reports and
other necessary documents;
(e) representing Debtor in adversary proceedings and other
contested and uncontested matters in the bankruptcy court and other
courts of competent jurisdiction;
(f) representing Debtor in the negotiation and documentation
of any sale or refinancing of its property; and
(g) assisting Debtor in the formulation of a plan of
reorganization and in taking the necessary steps to obtain
confirmation of the plan.
The firm will be paid at hourly rates as follows:
Charlie Shelton $325
Other Attorneys $200 - $425
Paralegal $150
Hajjar Peters received the sum of $20,000 prior to Debtor's
bankruptcy filing.
Charlie Shelton, Esq., at Hajjar Peters, disclosed in court filings
that the firm has no connections with Debtor's creditors, the U.S.
trustee or any other "party in interest."
The firm can be reached through:
Charlie Shelton, Esq.
Hajjar Peters, LLP
3144 Bee Caves Rd
Austin, TX 78746
Telephone: (512) 637-4956
Facsimile: (512) 637-4958
Email: cshelton@legalstrategy.com
About EF-290 LLC
EF-290, LLC, a domestic limited liability company based in Austin,
Texas, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Tex. Case No. 20-10640) on May 29, 2020. At the time
of the filing, Debtor disclosed assets of $1 million to $10 million
and liabilities of the same range. Judge Tony M. Davis oversees
the case. Debtor is represented by Hajjar Peters, LLP.
EXPLORE KNOWLEDGE: S&P Lowers Revenue Debt Rating to 'BB+'
----------------------------------------------------------
S&P Global Ratings lowered its rating on Public Finance Authority,
Wis.' charter school revenue debt, issued for Explore Knowledge
Foundation, Nev., to 'BB+' from 'BBB-'. The outlook is negative.
"The downgrade reflects Explore Knowledge Foundation's weaker
financial performance in fiscal 2019," said S&P Global Ratings
credit analyst Beatriz Peguero, "with similar expectations going
forward as a result of state funding holdbacks for fiscal 2020 and
further cuts in 2021."
S&P has analyzed the school's governance and environmental factors
and believe them to be in line with the sector. Given the school's
already weakened financial profile, S&P believes the elevated
social risk related to health and safety and COVID-19 may have an
indirect impact on the school.
S&P would lower the rating if the school's financial profile fails
to improve, given the school's weaker financial performance,
including a sustained full-accrual deficits and MADS coverage just
above 1x at 1.08x. It would also lower the rating if enrollment
were to decline as a result of any deterioration in the market
position. Though S&P believes the school has taken proactive steps
to address COVID-19, and understand the virus to be a global risk,
the rating agency could consider a negative rating action during
the outlook period should unforeseen pressures related to the
pandemic materially affect demand, finances, or the trajectory of
the school.
S&P could revise the outlook to stable if the school's operating
margins strengthen, coverage and liquidity improve to levels that
are more on par with peers, and enrollment targets are met.
FORUM ENERGY: S&P Upgrades ICR to 'CCC-' on Distressed Debt Tender
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Houston-based
oilfield products and services provider Forum Energy Technologies
Inc. to 'CCC-' from 'SD' (selective default) after the company
completed its tender offer for a portion of its 6.25% senior
unsecured notes due 2021.
The company exchanged for cash about $58 million in aggregate
principal amount of its senior unsecured notes at an approximate
60% discount to par value, which S&P viewed as distressed and
tantamount to default.
Meanwhile, S&P raised its issue-level rating on the company's
senior unsecured debt to 'CCC-' from 'D'. The '4' recovery rating
is unchanged and indicates S&P's expectation for average (30%-50%;
rounded estimate: 30%) recovery of principal in the event of a
payment default.
S&P's 'CCC-' rating reflects the risk that Forum could engage in an
exchange or restructuring transaction that the rating agency could
view as distressed within the next six months. The company's
recent tender offer fell short of its initial targeted amount,
which accommodated up to about $200 million of aggregate principal
amount, compared with the $58 million that was actually tendered.
The company now has about $330 million of its notes outstanding,
which mature in October 2021. In addition, if these notes have not
been repaid or refinanced by July 2021, the company's credit
facility maturity will spring forward to this date, from October
2022. As of mid-April 2020, Forum had about $111 million
outstanding on this $234 million facility. S&P believes these
factors point to a higher likelihood that the company will engage
in another distressed transaction, either through a debt exchange
or broader restructuring.
Forum's leverage remains unsustainable, despite its debt reduction.
S&P continues to expect that oilfield product and service
providers will face weak demand at least through the remainder of
2020, resulting in depressed cash flow and leverage measures for
Forum. S&P expects demand in the U.S. to be among the hardest hit,
as shale producers continue to curtail spending and drilling
activity. This will be particularly impactful to demand for Forum's
consumables and activity-based products, which are used in drilling
and completion activities, and which are tied to rig activity
levels. The U.S. onshore rig count has dropped by about 65%
year-to-date.
The negative outlook reflects Forum's unsustainable leverage and
the risk that it could engage in a debt exchange or restructuring
transaction that S&P could view as distressed within the next six
months.
"We could lower the rating if the company engaged in a distressed
transaction, as it still seeks to address its October 2021 debt
maturity. This would most likely result from sustained low
commodity prices affecting exploration and production (E&P)
spending levels and drilling activity, reducing demand for products
and services offered by Forum," S&P said.
"We could raise the rating if the company addressed its October
2021 debt maturity in a manner we did not consider to be
distressed, and improved its leverage to a more sustainable level,
including FFO to debt sustained above 12%. This would most likely
require an improvement in both capital market conditions and
commodity prices," the rating agency said.
GARTNER INC: S&P Assigns 'BB' Rating on New $500MM Unsecured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '4' recovery
ratings to Gartner Inc.'s proposed $500 million senior unsecured
notes due 2028. The '4' recovery rating indicates S&P's expectation
for average (30%-50%; rounded estimate: 30%) recovery of principal
in the event of a payment default. Gartner plans to use the net
proceeds from the proposed notes issuance and cash on hand to fund
the repayment of a portion of its secured term loan A maturing in
2022 with $1.225 billion outstanding as of March 31, 2020, and
repay revolving credit facility borrowings.
The paydown of secured debt provides for incremental recovery
prospects for the company's unsecured debt in ourits hypothetical
default scenario. Therefore, S&P revised its recovery rating on the
company's existing senior unsecured notes due 2025 to '4' from '5'
and raised its issue level-rating on the notes to 'BB' from 'BB-'.
The proposed debt issuance is leverage neutral. Gartner's leverage
was 3.3x as of the 12 months ended March 31, 2020. S&P's negative
outlook on the 'BB' issuer credit rating on the company reflects
the potential for its leverage to increase and stay above 4x due to
the downside risks stemming from COVID-19. Gartner previously
announced that it has cancelled or postponed its conferences
scheduled through August 2020 and it expects its research and
consulting segment revenues to decline in 2020. To offset the
EBITDA impact from the revenue declines, the company announced
substantial cost cuts of approximately $400 million in 2020 that,
if successfully implemented, could in its view contain the increase
in leverage to the mid- to high-3x range.
S&P could lower the ratings if it expects that Gartner's leverage
would increase and remain above 4x on a sustained basis. This would
likely result from a prolonged and greater-than-expected impact on
global economic growth, as well as the company's business, from
COVID-19. In addition, a more aggressive financial policy
prioritizing share repurchases or acquisitions, causing leverage to
increase and remain above 4x, could also cause a downgrade.
"We expect to revise the outlook to stable once downside risks from
the COVID pandemic moderate, the company's cost reduction
initiatives bear fruit, and once we see evidence of stabilization
in the company's businesses such that these measures sufficiently
offset the impact on its business from COVID-19 and preserve
leverage below 4x," S&P said.
"Our 'BB' issuer credit rating reflects Gartner's large multiyear
recurring subscription revenue base, its global leadership position
in technology research, and secular trends toward business process
automation, cloud migration, outsourcing, and digital commerce
resulting in IT spending growth across industries. We view these
trends as favorable for the company and believe they should
generally support above-average revenue growth through the economic
cycle and good free cash flow conversion," the rating agency said.
Issue Ratings - Recovery Analysis
Key analytical factors
S&P's recovery analysis contemplates that the company would be
reorganized and valued on a going-concern basis in a default
scenario. Further the rating agency assumes that the principal
outstanding on the company's term loan A is refinanced at similar
terms before its maturity.
Gartner's U.S. subsidiaries guarantee its senior secured first-lien
credit facility and its unsecured notes. The unsecured notes are
effectively subordinated to the credit facility to the extent of
the collateral securing the credit facility. The collateral
comprises substantially all of the material assets of the
guarantors and 65% stock pledge of the company's first-tier foreign
subsidiaries. The unsecured debt benefits from a pari passu claim
with any deficiency claims relating to the company's secured debt,
with respect to the value of the unpledged stock of the company's
foreign subsidiaries.
Simulated default assumptions
-- Simulated default year: 2025
-- EBITDA at emergence: $350 million
-- EBITDA multiple: 6.5x
-- The revolver is 85% drawn in S&P's simulated year of default
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $2.2
billion
-- Valuation split between guarantors/nonguarantor foreign
subsidiaries with 65% stock pledge: 45%/55%
-- Value available to first-lien secured claims: $1.76 billion
-- Senior-secured first-lien claims: $1.75 billion
-- Unpledged value available to senior unsecured claims: $435
million
-- Senior unsecured debt claims: $1.33 billion
-- Recovery expectations: (30%-50%; rounded estimate: 30%)
Ratings List
Issue-Level Rating Upgraded; Recovery rating Revised
To From
Gartner Inc.
US$800 mil 5.125% sr nts due 04/01/2025 BB BB-
Recovery Rating 4(30%) 5(20%)
New Rating
Gartner Inc.
Senior Unsecured
US$500 mil nts due 2028 BB
Recovery Rating 4(30%)
INTELSAT SA: Seeks to Hire AlixPartners as Financial Advisor
------------------------------------------------------------
Intelsat Jackson Holdings S.A., one of the Debtors in these Chapter
11 cases, seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia to employ AlixPartners, LLP as
financial advisor at the sole direction of Intelsat Jackson's
special committee of the board of directors, effective as of May
29, 2020.
AlixPartners will render the following financial advisory services
in connection with the Debtors' Chapter 11 cases:
(a) assist Debtor Intelsat Jackson in evaluating and
negotiating a proposed plan (including a plan of reorganization) to
restructure Intelsat Jackson that maximizes value for Intelsat
Jackson's stakeholders;
(b) assist Debtor Intelsat Jackson with identifying, analyzing
and assessing certain historical transactions, including historical
financial condition, and evaluate such transactions in the context
of a restructuring plan and claims liquidation process;
(c) assist Debtor Intelsat Jackson with its communication
and/or negotiation with outside parties including Intelsat
Jackson's stakeholders and other parties in the Chapter 11 cases;
and
(d) assist Debtor Intelsat Jackson with such other matters as
may be requested that fall within AlixPartners' expertise and that
are mutually agreeable.
To the extent AlixPartners uses the services of independent
contractors in these chapter 11 cases, AlixPartners shall: (a) pass
through the cost of such Contractors to Debtor Intelsat Jackson at
the same rate that AlixPartners pays the Contractors; (b) seek
reimbursement for actual costs incurred; (c) ensure that the
Contractors are subject to the same conflict checks as required for
AlixPartners; and (d) file with the Court such disclosures required
by Bankruptcy Rule 2014.
Debtor Intelsat Jackson believes that financial advisory services
provided by AlixPartners will complement, and not duplicate, the
services to be rendered by any other professional retained in these
chapter 11 cases.
AlixPartners' current standard hourly rates for 2020, subject to
periodic adjustments, are as follows:
Managing Director $1,000 – $1,195
Director $800 – $950
Senior Vice President $645 – $735
Vice President $470 – $630
Consultant $175 – $465
Paraprofessional $295 – $315
In addition to compensation for professional services rendered by
AlixPartners' personnel, AlixPartners will seek reimbursement for
reasonable and necessary expenses incurred in connection with these
chapter 11 cases, including transportation costs, lodging, and
meals.
AlixPartners shall file monthly, interim and final fee requests for
allowance of compensation and reimbursement of expenses pursuant to
the procedures set forth in sections 330 and 331 of the Bankruptcy
Code, applicable Bankruptcy Rules and the Local Bankruptcy Rules,
the U.S. Trustee Guidelines and any other such procedures as may be
fixed by order of this Court. For billing purposes, AlixPartners
shall keep its time in one-tenth (1/10) hour increments in
accordance with the U.S. Trustee Guidelines.
AlixPartners does not require a retainer in connection with this
engagement, but we reserve the right to request a retainer in the
future.
Pilar Tarry, a managing director of AlixPartners, LLP, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Pilar Tarry
ALIXPARTNERS, LLP
909 Third Avenue
New York, NY 10022
Telephone: (212) 825-0132
E-mail: ptarry@alixpartners.com
About Intelsat
Intelsat S.A. -- www.intelsat.com -- is a publicly held operator of
satellite services businesses, which provides a diverse array of
communications services to a wide variety of clients, including
media companies, telecommunication operators, internet service
providers, and data networking service providers. The Company is
also a provider of commercial satellite communication services to
the U.S. government and other select military organizations and
their contractors. The Company's administrative headquarters are in
McLean, Virginia, and the Company has extensive operations spanning
across the United States, Europe, South America, Africa, the Middle
East, and Asia.
Intelsat S.A. and its debtor affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer. At the
time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.
Judge Keith L. Phillips oversees the cases. The Debtors tapped
Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; PJT Partners LP
as financial advisor & investment banker; Deloitte LLP as tax
advisor; and Stretto as claims and noticing agent. The Office of
the U.S. Trustee appointed a committee of unsecured creditors on
May 27, 2020.
J.C. PENNEY: Hires Jackson Walker as Local Counsel
--------------------------------------------------
J.C. Penney Company, Inc. and its debtor affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jackson Walker LLP as their co-counsel and conflicts
counsel.
The firm is proposed to primarily provide the following services
for its engagement in these chapter 11 cases as local and conflicts
counsel to the Debtors:
(a) provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
(b) provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices, witness and exhibit lists, and hearing
binders of documents and pleadings;
(c) review and comment on proposed drafts of pleadings to be
filed with the Court;
(d) at the request of the Debtors, appear in Court and at any
meeting with the United States Trustee, and any meeting of
creditors at any given time on behalf of the Debtors as their local
and conflicts bankruptcy co-counsel;
(e) perform all other services assigned by the Debtors to the
Firm as local and conflicts bankruptcy co-counsel; and
(f) provide legal advice and services on any matter on which
K&E may have a conflict or as needed based on specialization.
The hourly billing rates of the firm's professionals are as
follows:
Matthew D. Cavenaugh $750
Restructuring attorneys $385 - $895
Partners $565 - $900
Associates $420 - $565
Paraprofessionals $175 - $185
On or about May 14, 2020, the firm received a retainer of $300,000
to apply to all outstanding fees and work in process, including for
services performed and to be performed, in connection with, and in
contemplation of, the filing of these chapter 11 cases. On May 14,
2020, the firm drew on the retainer in the amount of $210,417.803
for prepetition services related to these chapter 11 cases, and
reimbursement of expenses incurred for filing fees related to
filing these cases. The firm continues to hold $89,582.20 in trust
in the retainer and at all times, the retainer has exceeded the
amount of outstanding fees owed to the firm.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the U.S. Trustee Fee
Guidelines.
Question: Did the Firm agree to any variations from, or
alternatives to, the Firm's standard billing arrangements for this
engagement?
Answer: No. The Firm and the Debtors have not agreed to any
variations from, or alternatives to, the Firm's standard billing
arrangements for this engagement. The rate structure provided by
the Firm is appropriate and is not significantly different from (a)
the rates that the Debtors charge for other non-bankruptcy
representatives or (b) the rates of other comparably skilled
professionals.
Question: Do any of the Firm professionals in this engagement vary
their rate based on the geographical location of the Debtors'
chapter 11 cases?
Answer: No. The hourly rates used by the Firm in representing the
Debtors are consistent with the rates that the Firm charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
Question: If the Firm has represented the Debtors in the 12 months
prepetition, disclose the Firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the Firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: My hourly rate is $750. The rates of other restructuring
attorneys in the Firm range from $385 to $895 an hour and the
paraprofessional rates range from $175-$185.00 per hour. The Firm
represented the Debtors during the weeks immediately before the
Petition Date, using the foregoing hourly rates.
Question: Have the Debtors approved the Firm's budget and staffing
plan, and if so, for what budget period?
Answer: The Firm has not prepared a budget and staffing plan.
Matthew D. Cavenaugh, a partner in the law firm of Jackson Walker
LLP, disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221.
E-mail: mcavenaugh@jw.com
About J.C. Penney Company
J.C. Penney Company, Inc., one of the U.S.'s largest department
store operators with about 1,100 locations in the United States and
Puerto Rico, and its debtor affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 20-20182) on May 15, 2020. Judge David
R. Jones oversees the cases. Debtors tapped Kirkland & Ellis LLP
and Kirkland & Ellis International LLP as their counsel, Jackson
Walker LLP as their local and conflicts counsel, and KPMG LLP as
tax consultant.
J.C. PENNEY: Seeks Approval to Hire Kirkland & Ellis as Counsel
---------------------------------------------------------------
J.C. Penney Company, Inc. and its debtor affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Kirkland & Ellis LLP and Kirkland & Ellis International
LLP as their attorneys.
The Debtors request the retention and employment of Kirkland to
render the following legal services:
(a) advise the Debtors with respect to their powers and duties
as debtors-in-possession in the continued management and operation
of their businesses and properties;
(b) advise and consult the conduct of these chapter 11 cases,
including all of the legal and administrative requirements of
operating in chapter 11;
(c) attend meetings and negotiating with representatives of
creditors and other parties-in-interest;
(d) take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
(e) prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
(f) represent the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
(g) advise the Debtors in connection with any potential sale
of assets;
(h) appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
(i) advise the Debtors regarding tax matters;
(j) take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
(k) perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyze the Debtors' leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyze the
validity of liens against the Debtors; and (iii) advise the Debtors
on corporate and litigation matters.
Kirkland's current hourly rates for matters related to these
chapter 11 cases range as follows:
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
It is Kirkland's policy to charge its clients in all areas of
practice for identifiable, non-overhead expenses incurred in
connection with the client's case that would not have been incurred
except for representation of that particular client. It is also
Kirkland's policy to charge its clients only the amount actually
incurred by Kirkland in connection with such items.
On April 4, 2020, the Debtors paid $500,000 to Kirkland, which, as
stated in the Engagement Letter, constituted an advance payment
retainer. Subsequently, the Debtors paid to Kirkland additional
advance payment retainer totaling $10,390,956.04 in the aggregate.
As stated in the Engagement Letter, any advance payment retainer is
earned by Kirkland upon receipt; any advance payment retainer
becomes the property of Kirkland upon receipt; the Debtors no
longer have a property interest in any advance payment retainer
upon Kirkland's receipt; any advance payment retainer will be
placed in Kirkland's general account and will not be held in a
client trust account; and the Debtors will not earn any interest on
any advance payment retainer.
As of the Petition Date, the Debtors did not owe Kirkland any
amounts for legal services rendered before the Petition Date.
The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Revised UST
Guidelines:
Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Answer: No. Kirkland and the Debtors have not agreed to any
variations from, or alternatives to, Kirkland's standard billing
arrangements for this engagement. The rate structure provided by
Kirkland is appropriate and is not significantly different from (a)
the rates that Kirkland charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
Question: Do any of the Kirkland professionals in this engagement
vary their rate based on the geographic location of the Debtors'
chapter 11 cases?
Answer: No. The hourly rates used by Kirkland in representing the
Debtors are consistent with the rates that Kirkland charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
Question: If Kirkland has represented the Debtors in the 12 months
prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: Kirkland's current hourly rates for services rendered on
behalf of the Debtors range as follows:
Billing Category U.S. Range
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
Kirkland represented the Debtors from January 1, 2020 through the
Petition Date, using the hourly rates listed above.
Kirkland represented the Debtors from July 3, 2019, through
December 31, 2019 using the following hourly rates:
Billing Category U.S. Range
Partners $1,025 - $1,795
Of Counsel $595 - $1,705
Associates $595 - $1,125
Paraprofessionals $235 - $460
Question: Have the Debtors approved Kirkland's budget and staffing
plan, and, if so, for what budget period?
Answer: Pursuant to the DIP Order,9 professionals proposed to be
retained by the Debtors are required to provide bi-weekly estimates
of fees and expenses incurred in these chapter 11 cases.
Joshua A. Sussberg, a partner of Kirkland & Ellis LLP and a partner
of Kirkland & Ellis International LLP, disclosed in court filings
that the firms are "disinterested persons" as that term is defined
in section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code.
The firms can be reached through:
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: joshua.sussberg@kirkland.com
About J.C. Penney Company
J.C. Penney Company, Inc., one of the U.S.'s largest department
store operators with about 1,100 locations in the United States and
Puerto Rico, and its debtor affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 20-20182) on May 15, 2020. Judge David
R. Jones oversees the cases. Debtors tapped Kirkland & Ellis LLP
and Kirkland & Ellis International LLP as their counsel, Jackson
Walker LLP as their local and conflicts counsel, and KPMG LLP as
tax consultant.
J.C. PENNEY: Seeks Approval to Hire KPMG as Tax Consultant
----------------------------------------------------------
J.C. Penney Company, Inc. and its debtor affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ KPMG LLP as tax consultant.
KPMG will provide the following audit services to the Debtors in
the course of these chapter 11 cases:
(a) audit of the consolidated balance sheets of the Debtors as
of January 30, 2021 and February 1, 2020, the related consolidated
statements of operations, stockholders' equity and comprehensive
income/loss and cash flows for each of the years in the three-year
period ending January 30, 2021 in accordance with the standards of
the Public Company Accounting Oversight Board (United States) (the
PCAOB);
(b) audit of internal control over financial reporting as of
January 30, 2021 in accordance with the standards of the PCAOB;
(c) quarterly review services of the selected quarterly
financial data specified by Item 302 of Regulation S-K for the
periods ended April 2, 2020, July 1, 2020, and October 31, 2020,
(collectively i. through iii., the Integrated Audit);
(d) issuance of comfort letters, (the Comfort Letters) upon
request, in connection with future filings under the Securities Act
of 1933, or an exempt offering;
(e) issuance of KPMG's consent to the incorporation by
reference in registration statements of KPMG's reports with respect
to the consolidated financial statements and internal control over
financial reporting including performing procedures to include, but
not limited to, reading information incorporated by reference in
the registration statements and performing subsequent event
procedures, (the Consents);
(f) non-recurring accounting research and consultation
regarding potential non-recurring transactions and financings,
registration statements, Securities and Exchange Commission (SEC)
filings, adoption of new accounting standards, implementation of
new IT systems; and
(g) debt restructuring, accounting considerations during and
on emergence from bankruptcy, fresh-start accounting, valuation of
assets and liabilities on emergence from bankruptcy, income tax
matters rising as a result of bankruptcy or other debt
restructuring activities as a result of bankruptcy, and increased
professional time to deliver audit services due to loss of Debtors'
personnel or other changes in circumstances as a result of
bankruptcy that increases the effort to deliver audit services,
(collectively, vi. and vii. the Out-of-Scope Audit Services).
KPMG will provide the following tax consulting services to the
Debtors in the course of these chapter 11 cases:
(a) analysis of any Section 382 issues related to any
restructuring alternatives, including a sensitivity analysis to
reflect the Section 382 impact of the proposed and/or hypothetical
equity transactions;
(b) analysis of net unrealized built-in gains and losses and
Notice 2003-65 as applied to the ownership change, if any,
resulting from or in connection with the restructuring;
(c) review of Debtors' tax attributes including net operating
losses, tax basis in assets, and tax basis in stock of subsidiaries
as relevant to the restructuring;
(d) analysis of cancellation of debt (COD) income, including
the application of Section 108 and consolidated tax return
regulations relating to the restructuring of non-intercompany debt
and the completed capitalization/settlement of intercompany debt;
(e) analysis of the application of the attribute reduction
rules under Section 108(b) and Treasury Regulation Section
1.1502-28, including a benefit analysis of Section 108(b)(5) and
1017(b)(3)(D) elections as related to the restructuring;
(f) analysis of the tax implications of any internal
reorganizations and proposal of restructuring alternatives;
(g) cash tax modeling of the tax benefits or tax costs of
restructuring alternatives;
(h) analysis of the tax implications of any dispositions of
assets and/or subsidiary stock pursuant to the restructuring;
(i) analysis of potential bad debt, worthless stock, and
retirement tax losses associated with the restructuring; and
(j) analysis of the tax treatment of restructuring related
costs.
KPMG and the Debtors have agreed to the following fixed fees for
services rendered: $1,500,000 for services relating to the
Integrated Audit and the Quarterly Review Services, $150,000 for
services surrounding the Comfort Letters, and $25,000 for services
surrounding each Consent.
The hourly rates for Out-of-Scope Audit Services to be rendered by
KPMG are as follows:
Partners/Principals $750 - $950
Senior Managers/Directors $625 - $800
Managers $545 - $685
Senior Associates $460 - $575
Associates $350 - $425
The hourly rates for tax consulting services to be rendered by KPMG
are as follows:
Partners/Principals/Managing Directors $1,024 - $1,264
Senior Managers/Directors $960
Managers $896
Senior Associates $688
Associates $416
Paraprofessionals $336
KPMG also will seek reimbursement for reasonable, necessary
expenses incurred, which shall include meals, lodging, travel,
photocopying, delivery service, postage, vendor charges, and other
out-of-pocket expenses incurred in providing professional services;
expenses for audit services are estimated at $100,000.
KPMG received a retainer from the Debtors in the amount of $100,000
prior to the Petition Date, which was applied to outstanding
services incurred prior to the Petition Date. In the event that the
amount of the retainer exceeds the amount of any fees and expenses
incurred prior to the Petition Date, KPMG will credit the
difference to the Debtors in its final fee application. During the
90-day period prior to the Petition Date, KPMG received $1,369,952
from the Debtors for professional services performed
and expenses incurred which includes the retainer payment noted
above.
To the extent this application is granted and fees and expenses
outstanding for professional services rendered prepetition exceed
the amount of the retainer, KPMG has agreed to waive such
prepetition amounts owed.
KPMG intends to apply to the Court for the allowance of
compensation for professional services rendered and reimbursement
of expenses incurred in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local
Rules, the U.S. Trustee Guidelines, the Order, and any other
applicable procedures and orders of the Court. KPMG has agreed to
accept as compensation such sums as may be allowed by the Court
and understands that interim and final fee awards are subject to
approval by the Court.
Christopher L. Hughes, a Certified Public Accountant and a partner
of KPMG LLP, disclosed in court filings that the firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Christopher L. Hughes
KPMG LLP
2323 Ross Avenue, Suite 1400
Dallas, TX 75201-2721
Telephone: (214) 840-2000
Facsimile: (214) 840-2297
About J.C. Penney Company
J.C. Penney Company, Inc., one of the U.S.'s largest department
store operators with about 1,100 locations in the United States and
Puerto Rico, and its debtor affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 20-20182) on May 15, 2020. Judge David
R. Jones oversees the cases. Debtors tapped Kirkland & Ellis LLP
and Kirkland & Ellis International LLP as their counsel, Jackson
Walker LLP as their local and conflicts counsel, and KPMG LLP as
tax consultant.
JO-ANN STORES: S&P Lowers ICR to 'SD' on Distressed Repurchase
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Jo-Ann
Stores LLC to 'SD' (selective default) from 'CCC'. At the same
time, S&P lowered its issue-level rating on the company's 2023
first-lien term loan to 'D' from 'CCC' and on its 2024 second-lien
term loan to 'D' from 'CC'.
The downgrade follows Jo-Ann's disclosure that it repurchased $5.6
million of its second-lien term loan at a 57% discount in the first
quarter of fiscal 2021 ended May 2, 2020, and subsequently agreed
to repurchase $206 million face value of first- and second-lien
debt at approximately 50% discount in the second quarter ending
Aug. 1, 2020. The transactions announced to date represent about
23% of total first- and second-lien term loans. S&P views the
repurchases as distressed and tantamount to a default given lenders
participating in the repurchase have received substantially less
than the original promise of the term loan.
"We plan to reevaluate the issuer credit rating in the coming days,
likely raising our rating on Jo-Ann to the 'CCC' category to
reflect our view that the company's capital structure remains
unsustainable. The company has disclosed its board of managers
approved the use of up to $200 million in cash to repurchase the
term loans, leading us to believe further repurchases of debt below
par are likely in the near term. Therefore, we expect our
issue-level rating on Jo-Ann's term loans to remain 'D'," S&P
said.
"Our review of the issuer credit rating will focus on the long-term
viability of the company's capital structure against a backdrop of
significant turmoil in the retail sector amid the COVID-19
pandemic. Despite recent strength in the business as customers
turned to Jo-Ann's fabric and sewing segment for mask-making
solutions, we believe the company will continue losing customers to
big box and online competitors over the long term," the rating
agency said.
MCCLATCHY CO: Seeks to Hire Ernst & Young to Provide Tax Services
------------------------------------------------------------------
The McClatchy Company and its debtor affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Ernst & Young LLP as tax services provider.
Ernst & Young LLP (EY LLP) will render the following bankruptcy tax
consulting services to the Debtors:
(a) advise Client personnel in developing an understanding of
the tax issues and options related to Client's Chapter 11 filing,
taking into account Client's specific facts and circumstances, for
US federal and state & local tax purposes;
(b) advise on the federal and state & local income tax
consequences of proposed plans of reorganization, including, if
necessary, assisting in the preparation of IRS ruling requests
regarding the tax consequences of alternative reorganization
structures and tax opinions;
(c) understand and advise on the tax implication of
reorganization and/or restructuring alternatives Client is
evaluating with existing bondholders and other creditors that may
result in a change in the equity, capitalization and/or ownership
of the shares of Client and its assets;
(d) gather information, prepare calculations (Section 382
Calculations) and apply the appropriate federal and state & local
tax law to historic information regarding changes in the ownership
of Client's stock to calculate whether any of the shifts in stock
ownership may have caused an ownership change that will restrict
the use of tax attributes (such as net operating loss, capital
loss, credit carry forwards, and built in losses) and the amount of
any such limitation;
(e) prepare calculations and apply the appropriate federal and
state & local tax law to determine the amount of tax attribute
reduction related to debt cancellation income and modeling of tax
consequences of such reduction;
(f) update the draft tax basis balance sheets and draft
computations of stock basis as of certain relevant dates for
purposes of analyzing the tax consequences of alternative
reorganization structures;
(h) analyze federal and state & local tax treatment of the
costs and fees incurred by the Client in connection with the
bankruptcy proceedings, including tax return disclosure and
presentation;
(i) analyze federal and state & local tax treatment of
interest and financing costs related to debt subject to automatic
stay, and new debt incurred as the Client emerges from bankruptcy,
including tax return disclosure and presentation;
(j) analyze federal and state & local tax consequences of
restructuring and rationalization of inter-company accounts, and
upon written request, EY LLP will analyze tax impacts of transfer
pricing and related cash management;
(k) analyze federal and state & local tax consequences of
restructuring in the U.S. or internationally during bankruptcy,
including tax return disclosure and presentation;
(l) analyze federal and state & local tax consequences of
potential bad debt and worthless stock deductions, including tax
return disclosure and presentation;
(m) analyze federal and state & local tax consequences of
employee benefit plans, as requested in writing;
(n) advise Client personnel on the bankruptcy tax process and
procedure lifecycle, the typical tax issues, options and
opportunities related to a Chapter 11 filing, the typical impact of
a Chapter 11 filing on a corporate tax department's operations, and
best practices for addressing such impact areas while operating in
bankruptcy and the postemergence period;
(o) assist with various tax, compliance appeal and audit
issues arising in the ordinary course of business while in
bankruptcy, including but not limited to: IRS and/or state and
local income and indirect tax audit defense, and compliance
questions, notices appeals or issues related to: federal, state &
local income/franchise tax, sales and use tax, property tax,
employment tax, credit & incentive agreements, and unclaimed
property;
(p) advise and/or assist, as requested and as permissible,
with determining the validity and amount of bankruptcy tax claims
or assessments, including but not limited to the following types of
taxes: income taxes, franchise taxes, sales taxes, use taxes,
employment taxes, property taxes, severance taxes, excise taxes,
credit & incentive agreements, other miscellaneous taxes or
regulatory assessments and fees, and unclaimed property;
(q) scope, assist and advise on the potential for seeking cash
tax refunds, including but not limited to the following types of
taxes: income taxes, franchise taxes, sales taxes, use taxes,
employment taxes, property taxes, tax credit & incentive agreements
and unclaimed property. Any findings-based fee Services to claim
and secure tax refunds will be subject to a separate Statement of
Work mutually agreed to by the parties; and
(r) provide documentation, as appropriate or necessary, of tax
matters, of tax analysis, opinions, recommendations, conclusions
and correspondence for any proposed restructuring alternative,
bankruptcy tax issue, or other tax matter described above. The
Client will be responsible for all accounting and management
decisions.
EY LLP will render the following income tax compliance services to
the Debtors:
1. 2019 Tax Compliance services and 2020 Quarterly Estimates
(a) Preparation of tax returns as listed in Appendix B of
Exhibit B-2;
(b) Estimated tax payment computations and vouchers for the
quarterly estimated tax payments for fiscal year 2020;
(c) Extension requests as listed in Appendix B of Exhibit
B-2;
(d) At the request of Client, upon execution of a letter
substantially in the form of the Workpaper Acknowledgement letter
attached hereto in respect of each tax year for which access to
such workpapers is sought, EY LLP will provide Client with copies
of EY LLP's final workpapers, in a format regularly maintained by
EY LLP, produced by EY LLP for purposes of preparing computations
in connection with the following services under this letter:
(i) Estimated tax payments for federal and state income
taxes
(ii) Extensions for federal and state income taxes
(iii) Originally filed federal and state income tax
returns
2. Change in Accounting Method Related to Qualified Improvement
Property
(a) Provide certain federal tax advisory services related to
depreciation for the 2018 and 2019 tax years.
(b) To assist the Client with an assessment of property
eligible for treatment as Qualified Improvement Property:
(i) Review Client's current tax fixed asset additions for
2018 and 2019
(ii) Calculate and document Section 481(a) adjustment(s),
if needed
(iii) Prepare and file Form 3115, Application for Changes
in Method of Accounting EY LLP will provide the following
deliverables:
(a) Form(s) 3115
(b) Power of Attorney, Form(s) 2848
(c) Summary of Section 481(a) computation(s)
3. Change in Accounting Method Related to Certain State Taxes
(a) Provide certain federal tax advisory services related to
the timing of incurring liabilities for state income taxes and
state franchise taxes (automatic method change) for the Client's
tax year ended December 29, 2019. Specifically:
(i) Review Client's current tax method for state income
and franchise tax liability and analyze the proper method pursuant
to Treas. Reg. Section 1.461-5(b)(1);
(ii) Calculate and document Section 481(a) adjustment(s),
if needed;
(iii) Calculate and document Schedule M book-tax
differences, if needed; and
(iv) Prepare and file Form 3115, Application for Changes
in Method of Accounting.
EY LLP will provide the following deliverables:
(a) Form(s) 3115
(b) Power of Attorney, Form(s) 2848
(c) Summary of Section 481(a) computation
(d) Schedule M computation
4. Amended Returns and Loss Carryback Claims
EY LLP will also prepare, after agreement in writing of the
claims to be prepared, amended returns and loss carryback claims
necessary to claim refunds of income taxes for years prior to 2019
listed in Appendix C of Exhibit B-2. These returns/claims are NOT
considered part of the on-going compliance noted above and will be
invoiced separately from the stated fees below related to the 2019
compliance and 2020 quarterly estimates and will be based upon the
hourly rates of the individuals required to complete the
forms/claims. As of the date of this letter, the agreed upon
returns/claims to be filed are listed in Appendix C of Exhibit B-2.
Any additional filings will be agreed upon in writing in advance of
the preparation of the forms/claims.
5. Routine on-call tax advisory services
EY LLP will provide to Client routine tax advice and assistance
concerning issues as requested by Client when such projects are not
covered by a separate SOW and do not involve any significant tax
planning or projects (on-call tax advisory services).
On-call tax advisory services are intended to include responding to
general tax questions and assignments that are expected, at the
beginning of the project, to involve total professional time not to
exceed (with respect to the specific project) $25,000 in
professional fees. The scope of these services may be agreed to
orally or through written communications with Client such as
e-mails. On-call tax advisory services may be provided to Client
with respect to routine tax advisory projects commenced prior to
the
end of the calendar year in which the final tax return is prepared
under the SOW.
On-call tax advisory services include assistance with tax issues by
answering one-off questions, drafting memos describing how specific
tax rules work, assisting with general transactional issues, and
assisting Client in connection with its dealings with tax
authorities (other than representing Client in an examination or an
appeal before the IRS or other taxing authority).
EY LLP will perform the following tax accounting services for
review and approval by Client management related to the year ending
December 29, 2019, and quarters ending March, June and September
2020:
(a) Quarterly tax planning meeting with Client financial
management for purposes of the following Services:
(b) Preparation of calculations as requested by McClatchy for
use in its preparation of its U.S. GAAP tax provision, including
but not limited to book-tax differences, book-income tax accruals
and related SEC footnote and MD&A disclosures.
(c) Assist Client in documenting its international, federal,
state and /or local items of benefit/exposure that may be subject
to tax authority challenge. All judgment and determination of the
need for and amount of any liabilities for tax exposure items will
be the sole responsibility of Client, as to which Client
independent auditors should concur.
(d) Preparation of the tax provision working papers for review
by Client. Such workpapers will have appropriate review by EY LLP
professionals as part of the preparation process.
(e) Assist Client in documenting deferred tax assets and
liabilities, including any valuation allowance. All judgment and
determination of the need for and amount of a valuation allowance
will be the sole responsibility of Client, as to which Clien's
independent auditors should concur.
(f) Review deferred tax balances and reconciling to identified
temporary differences.
(g) EY LLP will provide Client with original copies (in excel
format) of the workpapers for the tax provision calculations and
any related work products prepared by EY LLP.
EY LLP will provide the following property tax services to the
Debtors for the period of December 30, 2019 through December 27,
2020 (i.e., tax year 2020) with respect to specific properties
associated with the Client locations contained in Appendix B of
Exhibit B-4:
(a) Assist Client in the development of a property tax
calendar for calendar year 2020.
(b) Prepare extensions, where available, for locations that
have filing due dates on or before January 31. Should extensions be
needed for locations with a due date after January 31, EY LLP will
obtain written permission from Client prior to seeking an
extension.
(c) Prepare business personal property renditions and where
identified by the Client, personal property exemptions for
locations contained in Appendix B in accordance with the property
tax calendar using Client-prepared account information consistent
with reporting guidelines for each jurisdiction. This includes, but
is not limited to, Freeport exemption, Abatement Applications, etc.
EY LLP will prepare renditions/returns for Client review and
approval over $500,000 in cost prior to EY LLP filing the
renditions/returns on behalf of Client. EY LLP will review and/or
reclassify individual fixed assets only when authorized to do so
under a specific separate scope of services as part of a separate
agreement.
(d) Provide copies of tax renditions on an annual basis using
EY Interact.
(e) Review and, if applicable, enter the personal property
notices of value received from taxing jurisdictions into the third
party software and discuss with Client those properties where the
rendered value and actual value are above the mutually agreed upon
threshold of $5,000 in tax liability to determine which locations
should be potentially selected for appeal.
(f) Assist with reviewing and processing of tax bills in third
party software system.
(g) Provide requested data on locations selected for personal
property audit to Client.
(h) Prepare annual detailed summary of personal property tax
liabilities through end of calendar years 2020 based on estimate of
value placed on personal property renditions, notice of values or
negotiated settlements, plus current year additions and/or
estimated additions using current published tax rate.
EY LLP's services are intended to complement, and not duplicate,
the services to be rendered by any other professional retained by
the Debtors in these Chapter 11 Cases.
EY LLP's professionals will be billed for bankruptcy tax consulting
services at the following agreed upon rates for each level:
LEVEL Local Rate NTD Rate
Partner/Principal/Director $800 $975
Managing Director $725 $875
Senior Manager $575 $775
Manager $400 $600
Senior $275 $390
Staff $200 $300
For the tax compliance services for the tax year ending December
29, 2019 and quarterly estimates for 2020, the Debtors will be
charged a total of $403,000, of which $160,400 was previously
invoiced and paid pursuant to the progress billing schedule set
forth in EY LLP's pre-bankruptcy statement of work dated November
20, 2018 for the 2019 tax compliance services and the 2020
quarterly estimates.
EY LLP's professionals will be billed for on-call tax advisory
services at the following agreed upon rates for each level:
LEVEL Local Rate NTD Rate
Partner/Principal $800 $975
Managing Director $725 $875
Senior Manager $575 $775
Manager $400 $600
Senior $275 $390
Staff $200 $300
The Debtors will pay EY LLP a fee of $262,000 for the tax
accounting services, of which $131,400 was previously invoiced and
paid pursuant to the progress billing schedule set forth in EY
LLP's pre-bankruptcy statement of work dated November 20, 2018
covering the tax accounting services for 2019 and 2020.
EY LLP's professionals will be billed for any out-of-scope services
at the following agreed upon rates for each level:
LEVEL Local Rate NTD Rate
Partner/Principal $800 $975
Managing Director $725 $875
Senior Manager $575 $775
Manager $400 $600
Senior $275 $390
Staff $200 $300
The Debtors will pay EY LLP a fee of $116,400 for the property tax
compliance services. This fee is based on the annual preparation of
183 personal property renditions/exemption applications. Over the
course of this engagement, should the number of personal property
renditions and/or exemption applications exceed the number listed
above, EY LLP's fees for the additional Services will be based on
the actual time that our professionals spend performing them,
billed at the hourly rates below.
LEVEL Local Rate NTD Rate
Partner/Principal/Director $800 $975
Managing Director $725 $875
Senior Manager $575 $775
Manager $400 $600
Senior $275 $390
Staff $200 $300
In addition to the fees set forth above, the Debtors will reimburse
EY LLP for any direct expenses incurred in connection with EY LLP's
retention in these cases and the performance of the Services set
forth in the Engagement Letters including all added taxes (VAT),
sales taxes, and other indirect taxes.
On or about January 31, 2020 and February 7, 2020, EY LLP received
a retainer from the Debtors in the amount of approximately $150,000
for tax consulting services. As of the Petition Date, the balance
of the retainer was $0 (zero).
EY LLP's records indicate that before the Petition Date, the
Debtors paid EY LLP for Services that had not yet been rendered as
of the Petition Date. This is a result of progress billing terms
under one or more pre-petition engagement letters between a Debtor
entity and EY LLP, pursuant to which the Debtors remitted payments
to EY LLP at designated times. As of February 13, 2020, EY is
holding a credit balance of $172,131.
During the 90 days before the Petition Date, the Debtors paid
approximately $316,935 to EY LLP, of which approximately $150,000
constituted the retainer. The Debtors owe EY LLP $30,217 in respect
of services provided by EY LLP prior to the Petition Date.
Don Adcock, a managing director of Ernst & Young LLP, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and as required
by Bankruptcy Code Section 327(a).
The firm can be reached through:
Don Adcock
ERNST & YOUNG LLP
5 Times Square
New York, NY 10036-6530
Telephone: (212) 773-3000
About The McClatchy Company
The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ --
operates 30 media companies in 14 states, providing each of its
communities local journalism in the public interest and advertising
services in a wide array of digital and print formats.
McClatchy publishes iconic local brands including the Miami Herald,
The Kansas City Star, The Sacramento Bee, The Charlotte Observer,
The (Raleigh) News & Observer, and the Fort Worth Star-Telegram.
McClatchy is headquartered in Sacramento, Calif., and listed on the
New York Stock Exchange American under the symbol MNI.
On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with
a Plan of Reorganization that will cut $700 million of funded debt
in half.
McClatchy was estimated to have $500 million to $1 billion in
assets and debt of at least $1 billion as of the bankruptcy
filing.
The cases are pending before the Honorable Michael E. Wiles.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
general bankruptcy counsel; Togut, Segal & Segal LLP as
co-bankruptcy counsel with Skadden; Groom Law Group as special
counsel; FTI Consulting, Inc. as financial advisor; Evercore Inc.
as investment banker; and Ernst & Young LLP as tax services
provider. Kurtzman Carson Consultants LLC is the claims agent.
NEIMAN MARCUS: S&P Rates $675MM DIP Term Loan 'B'
-------------------------------------------------
S&P Global Ratings assigned its point-in-time 'B' rating to the
$675 million debtor-in-possession (DIP) term loan provided to
Neiman Marcus Group LLC and co-borrowing entities Neiman Marcus
Group LTD LLC and NMG Subsidiary LLC a luxury department store
currently operating under the protection of Chapter 11 of the U.S.
Bankruptcy Code following a voluntary filing on May 7, 2020.
S&P's 'B' issue rating on Neiman's DIP term loan reflects its view
of the credit risk borne by the DIP lenders. This risk includes the
following:
-- The company's ability to meet its financial commitments during
bankruptcy through S&P's debtor credit profile (DCP) assessment.
-- Prospects for full repayment through reorganization and
emergence from Chapter 11 via S&P's capacity for repayment at
emergence (CRE) assessment.
-- Potential for full repayment in a hypothetical liquidation
scenario via S&P's additional protection in a liquidation scenario
(APLS) assessment.
S&P's 'b-' DCP reflects its view of Neiman's vulnerable business
risk profile and highly leveraged financial risk profile.
S&P's DCP includes its consideration of applicable rating modifiers
including projected liquidity of Neiman Marcus during bankruptcy.
The issue ratings also consider the potential recovery prospects on
the DIP loans, which are reflected in the rating agency's CRE and
APLS assessments.
The rating agency's CRE assessment of favorable coverage of the DIP
debt in an emergence scenario indicates coverage of 150%-250%.
"Our CRE assessment contemplates a reorganization and addresses
whether the company, in our view, would likely be able to attract
sufficient third-party financing at the time of emergence to repay
the DIP debt in full," S&P said.
S&P's CRE assessment of "favorable coverage" of the DIP debt
provides an uplift of one notch over the DCP, resulting in a 'B'
issue-level rating for the $675 million DIP facility. S&P assesses
repayment prospects for purposes of the CRE assessment on the basis
that all of the DIP facilities are required to be repaid in full in
cash at emergence, consistent with super-priority status under the
U.S. Bankruptcy Code.
S&P's APLS assessment indicates around 100% total value coverage
and does not impact the DIP ratings.
S&P's DIP methodology also contemplates the ability to fully repay
DIP debt, even in a scenario where the debtor is unable to
reorganize. Its APLS assessment indicates insufficient coverage
(estimated at 100%-120% coverage) of the DIP term loan in a
liquidation scenario and therefore, it does not provide an
additional notch for the APLS modifier.
S&P attributes Neiman's voluntary bankruptcy filing to various
ongoing business challenges and weakened competitive position.
Neiman Marcus' bankruptcy filing and S&P's business risk assessment
reflect various ongoing challenges, including the following:
-- Erosion in profitability because of increased competition in
the luxury apparel and department store industries amid the ongoing
secular shifts in consumer spending habits;
-- Continued and escalating threats from fast fashion, online
retail, and other similar competitors amid weakness in mall traffic
and greater industry price transparency;
-- The highly discretionary nature of the Neiman Marcus' apparel
offerings and products;
-- S&P believes Neiman has not adequately engaged its core
customer base, as the company was slow to adapt to changing
shopping habits and tastes, trends exaggerated by slowing consumer
traffic at malls and department stores;
-- Expectation for economic weakness through the bankruptcy period
and along with business disruptions because of the coronavirus
pandemic;
-- Business and investment market disruptions that interfered with
the company's ability to pay interest and contractual obligations
on its prepetition onerous capital structure; and
-- These factors result in significant recent declines in sales,
profitability, and cash flow that resulted in a prepetition capital
structure that was unsustainable.
S&P sees many of these trends as secular and believe customer
traffic will remain challenged, especially for mall and physical
retail, making it difficult for Neiman Marcus to reverse declines
in sales and EBITDA margins over the short-term. S&P holds this
view despite the company's meaningful omni-channel presence at
around 30% of total sales. It also believes the company's
competitive position has materially weakened in recent years due
largely to these industry trends and intensifying competition from
direct and adjacent retailers. S&P holds this view despite thinking
that Neiman's bankruptcy restructuring initiatives may result in
modest operating performance improvements after emergence as the
result of:
-- Plans to close a modest number of underperforming stores;
-- Lease and rent negotiation with landlords that result in
concessions and cost reductions; and
-- Continued efforts to enhance Neiman's engagement with its
luxury consumers and strategies employed to engage consumers along
with other changes to the business model.
From a financial risk perspective, S&P's DCP reflects high leverage
due to negative EBITDA offsetting the substantially reduced debt
burden in the bankruptcy period.
S&P's DCP on Neiman Marcus reflects a substantially reduced debt
burden in bankruptcy due to the stay on prepetition debt
(approximately $5.1 billion at the time of filing) and the
relatively modest amount of funded DIP debt and other priority or
pari passu claims during bankruptcy (around $675 million DIP term
loan and $849 million in other debt). Still, the requirement to pay
adequate protection to the prepetition term lenders diminishes the
cash flow benefit during bankruptcy.
"We are also mindful about the level of DIP debt relative to the
company's expected EBITDA over the next 12 months, given an
expected global recession and business disruptions due to the
COVID-19 pandemic affecting overall industry trends," S&P said.
QUARTER HOMES: Seeks Approval to Hire Osborn Maledon as Counsel
---------------------------------------------------------------
Quarter Homes, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Osborn Maledon, P.A. as
counsel.
Osborn Maledon will provide, among others, the following legal
services to the Debtor:
(a) advise the Debtor of their rights, powers and duties in
this case;
(b) assist the Debtor in preparation of the Debtor voluntary
Chapter 11 Petition and Statements and Schedules;
(c) assist the Debtor in the formulation, preparation and
prosecution of a plan of reorganization and related disclosure
statement, as well as such agreement(s), if any, as may be
necessary or proper to implement such plan;
(d) assist the Debtor with regard to litigation; and other
matters related to the administration and conduct of Debtor's
Chapter 11 case;
(e) assist and advise the Debtor in its discussions with
creditors relating to the administration of this case;
(f) assist the Debtor in reviewing claims asserted against it
and in negotiating with claimants asserting such claims;
(g) assist the Debtor in examining and investigating potential
preferences, fraudulent conveyances, and other causes of action;
(h) represent the Debtor at all hearings and other
proceedings;
(i) review and analyze all motions, applications, orders and
other pleadings and papers filed with the Court, and advise the
Debtor with respect thereto;
(j) advise the Debtor concerning, and prepare on behalf of the
Debtor, all motions, applications, complaints, replies, objections,
answers, draft orders, other pleadings, notices and other documents
that may be necessary and appropriate in furtherance of the
Debtor's interests, duties and objectives; and
(k) perform such other legal services as may be required or
appropriate in accordance with the Debtor's powers and duties under
the Bankruptcy Code.
Subject to this Court's approval and adjustment in accordance with
relevant law, Osborn Maledon will charge for its legal services on
an hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date that services are rendered.
These rates may change from time to time in accordance with Osborn
Maledon's established billing practices and procedures.
Warren J. Stapleton, a partner of Osborn Maledon, P.A., disclosed
in court filings that the firm neither represents nor otherwise
holds any other interest adverse to the Debtor or its estate.
The firm can be reached through:
Warren J. Stapleton, Esq.
OSBORN MALEDON, P.A.
2929 North Central Avenue, 21st Floor
Phoenix, AZ 85012-2793
Telephone: (602) 640-9000
E-mail: wstapleton@omlaw.com
About Quarter Homes
Quarter Homes LLC, owns commercial real estate, undeveloped land,
and residential properties located in Arizona, filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 20-07065) on June 11, 2020. The petition was signed by
David Turcotte, its president. At the time of the filing, the
Debtor had estimated assets of between $1 million and $10 million
and estimated liabilities of the same range. Osborn Maledon, P.A.
is Debtor's legal counsel.
RANCHER'S LEGACY: James L. Ratcliff Objects to Disclosure Statement
-------------------------------------------------------------------
James L. Ratcliff, a party-in-interest, objects to approval of the
Disclosure Statement accompanying the Joint Liquidating Plan of
Reorganization filed by debtor Rancher's Legacy Meat Co.
Ratcliff claims that the Court lacks jurisdiction to confirm any
plan that will moot Ratcliff's appeal. Ratcliff requests the Court
to continue the motion on approval of the Disclosure Statement
until Ratcliff's appeal of this Court's orders and judgments of
March 23, 2020, are finally resolved or until a plan of
reorganization is proposed that does not impact Ratcliff's appeal.
Ratcliff asserts out that the Plan violates 11 U.S.C. Sec.
1129(b)(2)(A) by including James L. Ratcliff's claim as an
unsecured claim purporting to avoid the Ratcliff lien. The Plan
has no such provision and the Disclosure Statement supporting it
cannot be approved.
Ratcliff asserts that the Disclosure Statement should be rejected
by the Court because it requires a more detailed discussion of the
claims that are currently allowed. The unsecured creditors will
not have been given enough information to vote unless they are at
least provided with information on what pro rata share Debtor
calculates they would receive of any recovery.
Ratcliff further asserts that the Disclosure Statement or the Plan
should describe under what conditions the Debtor plans on
appointing a third-party liquidating agent, the costs of such an
appointment and any duties other than pursuing the "Pending
Actions" that any liquidating agent will be assigned to perform.
A full-text copy of Ratcliff's objection on May 26, 2020, is
available at https://tinyurl.com/ya7n6fpa from PacerMonitor at no
charge.
Attorneys for James L. Ratcliff:
SAPIENTIA LAW GROUP PLLC
Kenneth C. Edstrom
120 South 6th Street, Suite 100
Minneapolis, MN 55402
Tel: (612) 756-7108
Fax: (612) 756-7101
E-mail: kene@sapientialaw.com
About Rancher's Legacy Meat
Rancher's Legacy Meat Co. -- https://rancherslegacy.com/ -- owns
and operates an animal slaughtering and processing facility in
Vadnais Heights, Minnesota. Rancher's Legacy Meat was built to
produce fresh and frozen ground meat in patty and bulk
configurations.
Rancher's Legacy sought Chapter 11 protection (Bankr. D. Minn. Case
No. 19-32928) on Sept. 20, 2019. In the petition signed by Arlyn
J. Lomen, president, the Debtor listed total assets of $13,291,000
and total liabilities of $26,897,956 as of the Petition Date. Judge
Michael E Ridgway is assigned the case. FOLEY & MANSFIELD
P.L.L.P., represents the Debtor.
The U.S. Trustee for Region 12 on Sept. 27, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case.
ROCHESTER HOLDING: Hires Valldejuli & Associates as Counsel
-----------------------------------------------------------
The Rochester Holding Company of Georgia, LLC seeks approval from
the U.S. Bankruptcy Court for the Northern District of Georgia to
employ the law firm of Valldejuli & Associates, LLC as counsel.
The firm will render the following legal services in connection
with the Debtor's Chapter 11 case:
(a) prepare pleadings and applications;
(b) conduct of examinations;
(c) advise the Debtor of its rights, duties and obligations as
a Debtor;
(d) consult with the Debtor and represent the Debtor with
respect to a Chapter 11 plan;
(e) perform those legal services incidental and necessary to
the day-to-day operations of the Debtor's business, including, but
not limited to, institution and prosecution of necessary legal
proceedings, and general business legal advice and assistance; and
(f) take any and all other action incident to the proper
preservation and administration of the Debtor's estate and
business.
The Debtor desires to employ the firm at its ordinary rates for
comparable work, plus reasonable expenses, subject to review by the
Court, during the pendency of this bankruptcy case. The firm has
stated present fee rates of $225.00 per hour for attorney and
$75.00 per hour for paralegals.
As of the Petition Date, the firm holds an $18,037.25 retainer for
purposes of this case and its representation of the Debtor herein
in which the firm holds a security interest. Such sum is inclusive
of the filing fee. The firm will hold the retainer and will only
disburse the retainer in accordance with Court order for payment of
fees in accordance with 11 U.S.C. Sections 330 and 331 of the
Bankruptcy Code.
Richard K. Valldejuli, Jr., an attorney in the law firm of
Valldejuli & Associates, LLC, disclosed in court filings that
neither him nor the firm have or represent any interest adverse to
the Debtor or the Debtor's estate. The firm has no connections with
the Debtor, the Debtor's creditors, any other party in interest or
their respective attorneys or accountants.
The firm can be reached through:
Richard K. Valldejuli, Jr., Esq.
VALLDEJULI & ASSOCIATES, LLC
2199 Lenox Road, Suite A
Atlanta, GA 30324
Telephone: (404) 636-9957
E-mail: rkv@valldejuliandassocites.com
About The Rochester Holding Company of
Georgia
The Rochester Holding Company of Georgia, LLC sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 20-66816) on May 31, 2020,
listing under $1 million in both assets and liabilities. The Debtor
tapped law firm of Valldejuli & Associates, LLC as its counsel.
ROCKPORT DEVELOPMENT: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------------
The Office of the U.S. Trustee on June 22, 2020, appointed a
committee to represent unsecured creditors in the Chapter 11 case
of Rockport Development, Inc.
The committee members are:
1. Birch Holdings Corp.
Shaofan Zhang
360 W. Erie St., Unit 6C
Chicago, IL 60654
Phone: 740-704-0226
Attorney: Erich Eisenegger, Esq.
Eisenegger & Carroll LLP
19 Plover Ln.
Lloyd Harbor, NY 11743-1013
Phone: (917) 297-5455
2. Chunheng Weng
Attn: San Yun Li
3705 Summer Ln
Baldwin Park, CA
Phone: 626-329-6326
Attorney: Ed Chen, Esq.
Law Offices of Edward C. Chen
1 Park Plaza
Irvine, CA 92614
Phone: (949) 287-4278
3. Hillcrest Asset Based Fund I, LLC
Michael Yu
HM International Investment Consulting Co. Ltd
Galaxy Soho, Tower D, Suite 50815-16
2 Nanzhugan Hutong, Dongcheng District
Beijing, China 100010
Phone/Office: 010-88553465
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Rockport Development
Rockport Development, Inc., a company based in Irvine, Calif.,
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11339) on
May 7, 2020. The petition was signed by CRO Michael VanderLey. At
the time of the filing, Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range.
Judge Catherine E. Bauer oversees the case.
Debtor tapped Marshack Hays, LLP as its legal counsel. Michael
VanderLey of Force Ten Partners, LLC, is Debtor's chief
restructuring officer.
RUBIE'S COSTUME: Seeks to Hire Meyer Suozzi as Legal Counsel
------------------------------------------------------------
Rubie's Costume Company, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
employ Meyer, Suozzi, English & Klein, P.C. as their bankruptcy
counsel.
The firm's services will include:
(a) advising Debtors of their powers and duties in the
continued management and operation of their businesses and
properties;
(b) advising Debtors regarding the conduct of their bankruptcy
cases, including the legal and administrative requirements of
operating in Chapter 11;
(c) taking actions necessary to protect and preserve Debtors'
bankruptcy estates, which include the prosecution of actions on
Debtors' behalf and the defense of any actions commenced against
Debtors;
(d) preparing pleadings;
(e) advising Debtors in connection with any potential sales of
their assets;
(f) court appearances;
(g) assisting Debtors in negotiating, preparing and seeking
confirmation of their Chapter 11 plan;
(h) providing general corporate law, transactional, real
estate and litigation services; and
(i) performing all other necessary legal services including
(i) an analysis of Debtors' leases and contracts; (ii) an analysis
of the validity of liens against Debtors; and (iii) legal advice on
corporate and litigation matters.
The firm will be paid at hourly rates as follows:
Shareholders $450 - $650
Of Counsel $275 - $550
Associates $200 - $400
Paraprofessionals $100 - $135
Meyer Suozzi received a retainer in the amount of $309,605.51 in
February and a supplemental retainer in the amount of $150,000 in
April.
The firm made the following disclosures in response to the request
for additional information set forth in Paragraph D.1. of the
Revised U.S. Trustee Guidelines:
1. Meyer Suozzi did not agree to a variation of its standard
billing arrangements.
2. No professional at Meyer Suozzi varied his rate based on
the geographic location of Debtors' bankruptcy cases.
3. Meyer Suozzi has served as Debtors' general counsel for
various matters for over 18 years. The attorneys who provided
services for Debtors within the one-year period prior to the
petition date and their hourly rates are as follows:
April 2019 Rates April 2020 Rates
---------------- ----------------
Antongiovanni, Michael $425 $450
Brown, Lynn $425 $450
Kleinberg, Howard $500 - $625 $625
LoBello, Edward J. $500 - $625 $625
Marcucci, Matthew $395 $395
Millus, Paul F. $520 $530
Napolitano, Michael D. $450 $450
Rinaldi, Daniel B. $400 $400
Schlosser, Kevin $550 $575
Turro, Andrew J. $475 $485
Weiss, Jordan D. N/A $350
4. Meyer Suozzi and Debtors expect to develop a prospective
budget and staffing plan, recognizing that in the course of
Debtors' cases, there may be unforeseeable fees and expenses.
Edward LoBello, Esq., at Meyer Suozzi, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward J. LoBello, Esq.
Howard B. Kleinberg, Esq.
Jordan D. Weiss, Esq.
Meyer, Suozzi, English & Klein, P.C.
990 Stewart Avenue, Suite 300
Garden City, NY 11530
Telephone: (516) 741-6565
Facsimile: (516) 741-6706
Email: elobello@msek.com
hkleinberg@msek.com
jweiss@msek.com
About Rubie's Costume Company
Rubie's Costume Company Inc. is a distributor, manufacturer and
designer of costume and party-related accessories that serve over
2,000 retail accounts. It also maintains licensing partnerships
with top studios like Nickelodeon, Warner Bros, Lucasfilm, Marvel,
and Disney for products inspired by WWE, Ghostbusters, Stranger
Things, DC Comics, JoJo Siwa, Harry Potter, and Star Wars.
Rubie's Costume Company and its affiliates sought Chapter 11
protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30,
2020. Rubie's Costume was estimated to have $100 million to $500
million in assets and $50 million to $100 million in liabilities as
of the filing.
Judge Alan S. Trust oversees the cases.
Debtors have tapped Meyer, Suozzi, English & Klein, P.C. and Togut,
Segal & Segal LLP as bankruptcy counsel; BDO USA, LLP as
restructuring advisor; and SSG Capital Advisors LLC as investment
banker. Kurtzman Carson Consultants is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020.
RUBIE'S COSTUME: Seeks to Hire Togut Segal as Co-Counsel
--------------------------------------------------------
Rubie's Costume Company, Inc. and its debtor affiliates seek
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to employ Togut, Segal & Segal LLP as their co-counsel.
As co-counsel to the Debtors, the firm will be fully involved in
the case without duplicating the work of Meyer, Suozzi, English &
Klein, P.C., the Debtors' lead counsel.
Togut, Segal & Segal will perform the following legal services to
the Debtors:
(a) assist the Debtors with obtaining Bankruptcy Court
approval for the use of cash collateral;
(b) negotiate and obtain approval of a debtor-in-possession
credit facility to be effective on or before July 1, 2020;
(c) assist the Debtors to obtain authority to pay the
prepetition amounts owing to certain critical vendors and assist in
negotiating the terms of post-petition credit;
(d) assist the Debtors with obtaining Bankruptcy Court
approval for the retention of professionals, including KCC as
Notice and Claims Agent;
(e) assist the Debtors in connection with utility matters,
including, but not limited to, demands by utility providers
pursuant to section 366 of the Bankruptcy Code;
(f) assist the Debtors in obtaining final relief of certain
first day motions, including motions seeking authority to (i)
utilize cash collateral and grant adequate protection, (ii) extend
the time for filing the Debtor's Schedules and Statements and (iii)
maintain existing insurance policies and pay policy premiums
arising thereunder or in connection therewith;
(g) advise the Debtors regarding its powers and duties as
debtors-in-possession for the tasks assigned to the Togut Firm;
(i) prepare and file on the Debtors' behalf motions,
applications, answers, proposed orders, reports, and pleadings
necessary for the assigned matters;
(j) attend meetings and negotiate with representatives of
creditors and other parties in interest concerning the assigned
matters;
(k) appear before this Court and any appellate courts to
protect the interests of the Debtors' estates in connection with
the assigned matters;
(l) respond to inquiries and calls from creditors and counsel
to interested parties regarding the assigned matters; and
(m) perform other necessary legal services for assigned
matters, or any other discrete matters assigned to the Togut Firm,
and provide other necessary legal advice to the Debtors in these
Chapter 11 Cases.
The hourly billing rates of the firm's professionals for the year
2020 are as follows:
Frank A. Oswald $1,050
Partners $840 - $1,220
Associates $385 - $780
Counsel $750 - $945
Paralegals and Law clerks $195 - $390
The firm will also seek reimbursement for actual, necessary
expenses pursuant to section 330(a)(1)(B) of the Bankruptcy Code.
Since it was engaged by the Debtors on or about March 20, 2020, the
firm has received retainers aggregating $375,000 against which it
was paid $258,205.50 for fees and $36.40 for its expenses through
April 28, 2020. The retainer balance remaining as of April 30, 2020
was $116,758.10. The firm's remaining prepetition fees and expenses
will be applied to the retainer and the balance will be applied
against its post-petition fees and expenses as allowed by Order of
the Bankruptcy Court.
The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Appendix B
Guidelines.
Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The Togut Firm's prepetition billing rates and terms were
the same as its current rates and terms.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: With their motion relating to the use of cash collateral,
the Debtors prepared a 13-week cash flow budget, which included
items such as Professional Fees. Using this budget as a guide, the
Debtors expect to develop a specific prospective budget and
staffing plan to comply with the U.S. Trustee's requests for
information and additional disclosures, and any orders of this
Court. As these Chapter 11 Cases continue to develop, the Togut
Firm will formulate a budget and staffing plan for this proposed
retention, which it will review with the Debtors as contemplated by
Part E of the Appendix B Guidelines (which budget and staffing plan
may be amended as necessary to reflect changed circumstances or
unanticipated developments). Any disclosure of such budget and
staffing plan will be retrospective only in conjunction with the
filing of fee applications by the Togut Firm.
Frank A. Oswald, a member of Togut, Segal & Segal LLP, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Frank A. Oswald, Esq.
Brian Moore, Esq.
TOGUT, SEGAL & SEGAL LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Telephone: (212) 594-5000
E-mail: frankoswald@teamtogut.com
bmoore@teamtogut.com
About Rubie's Costume Company
Rubie's Costume Company Inc. is a distributor, manufacturer and
designer of costume and party-related accessories that serve over
2,000 retail accounts. It also maintains licensing partnerships
with top studios, like Nickelodeon, Warner Bros, Lucasfilm, Marvel,
and Disney for products inspired by WWE, Ghostbusters, Stranger
Things, DC Comics, JoJo Siwa, Harry Potter, Star Wars and many
more.
Rubie's Costume Company and its affiliates sought Chapter 11
protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30,
2020. The Hon. Alan S. Trust is the case judge.
Rubie's Costume was estimated to have $100 million to $500 million
in assets and $50 million to $100 million in liabilities as of the
filing.
The legal counsel of Rubie's include Meyer, Suozzi, English &
Klein, P.C. and Togut, Segal & Segal LLP. BDO USA, LLP is the
company's restructuring advisor and SSG Capital Advisors LLC is its
investment banker. Kurtzman Carson Consultants is the claims
agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020.
SM ENERGY: S&P Upgrades ICR to 'CCC+' After Distressed Exchange
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
oil and gas exploration and production (E&P) company SM Energy Co.
to 'CCC+' from 'SD' (selective default).
In addition, S&P is raising its rating on the company's senior
unsecured notes to 'B-' from 'D'. S&P is raising the recovery
rating to '2' from '3', indicating its expectation for significant
(70%-90%; rounded estimate: 75%) recovery in the event of a
default.
At the same time, S&P assigning its 'B' rating and '1' recovery
rating to SM's new senior secured second-lien notes. The '1'
recovery rating indicates its expectation for very high (90%-100%;
rounded estimate: 95%) recovery in the event of a payment default.
The upgrade follows SM's issuance of $447 million of new senior
secured second-lien notes due 2025, which it exchanged for a
portion of its existing senior unsecured notes with various
maturities and its convertible notes due 2021. S&P viewed the
unsecured debt transaction as a distressed exchange because, in its
view, the investors received less than they were promised under the
original securities as the company exchanged the notes at 55%-70%
of par value.
"We are raising our issuer credit rating on SM to reflect our
forward-looking opinion of the company's creditworthiness," S&P
said.
The distressed exchange reduced SM Energy's outstanding gross debt
by approximately $272 million and helped to alleviate near-term
covenant pressures. However, S&P anticipates the company may be
challenged to refinance its upcoming maturities beginning in 2022.
Moreover, S&P sees a risk of SM continuing to repurchase its notes
in the open market, and given the trading levels, the rating agency
would likely view these transactions as distressed rather than
purely opportunistic. S&P forecasts SM will be free cash flow
positive in 2020 due to the 20% reduction in capital expenditures
for the year; however, in 2021 the rating agency expects the
company to significantly outspend its cash flows.
The company is currently operating five rigs in the Midland Basin
and one in South Texas and has one active completions crew in the
Midland Basin. SM expects to reduce activity in the Midland Basin
to four rigs in July.
"The negative outlook reflects our view that SM will have
difficulty refinancing its upcoming maturities in 2022 and beyond
given current commodity and capital market conditions," S&P said.
Furthermore, S&P sees a risk of note repurchases that it would view
as distressed given the current trading levels. Additionally,
beginning in 2021 S&P expects significant negative free cash flow
and limited cushion under the company's 4x leverage covenant
associated with its revolving credit facility.
"We could lower our rating on SM if the company engages in a
transaction that we view as distressed or if we believe the risk of
a restructuring is elevated," S&P said.
"We could raise our rating on SM if commodity prices materially
improve and we believe the likelihood for further distressed
transactions is remote," the rating agency said.
SOUTH BEACH STREET: Seeks to Hire Clayton Roper as Appraiser
------------------------------------------------------------
South Beach Street Development, Ltd. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Clayton, Roper & Marshall Inc.; Craig H. Clayton, MAI; and P. Vaugh
Fakess as its appraiser.
The Debtor desires to employ Clayton, Roper & Marshall (CRM) to
appraise its vacant land located in Daytona Beach, Florida.
CRM will render the following professional services to the Debtor:
(a) prepare an appraisal to confirm the appraised value of the
property as of the Petition Date and the most recent date pf
inspection by CRM, which is expected to occur in the middle of June
2020;
(b) provide an affidavit to be filed in support of
confirmation that confirms the results of the appraisal and the
appraised values;
(c) if necessary, provide testimony regarding CRM's appraisal
at any evidentiary hearing that the Court may schedule; and
(d) provide all necessary appraisal services that may be
required on behalf of the Debtor in this case.
The Debtor and CRM agreed a flat fee of $3,000 to provide an
appraisal of the property as of the Petition Date and the most
recent date of inspection. CRM will also charge the Debtor for any
additional time spent on this case at the standard hourly rates of
its professionals, which rates range from $300 for Craig H.
Clayton, MAI and $150 for P. Vaughn Fakess.
CRM has agreed not to share the compensation with any other
entity.
CRM received a retainer fee of $5,000 from Jaymor Asset Management,
Inc., a party related to the Debtor, and is presently held in CRM's
trust account.
Craig H. Clayton, a certified real estate appraiser with Clayton,
Roper & Marshall Inc., disclosed in court filings that the firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Craig H. Clayton
CLAYTON, ROPER & MARSHALL INC.
246 North Westmonte Drive
Altamonte Springs, FL 32714
Telephone: (407) 772-2200
Facsimile: (407) 772-1340
E-mail: cclayton@crmre.com
About South Beach Street Development
South Beach Street Development, Ltd., is a single asset real estate
entity that exists to own 2.73 acres of real property located in
Volusia County, Florida. The Property is vacant land that Debtor
has owned since 2005. It purchased the Property with the goal of
developing the Property for multifamily housing. The General
Partner of the Debtor is South Beach Street Development, Inc.,
which owns one a 1% interest in the Debtor. Fabrizio Lucchese is
the President of the General Partner. Jaymor Financing Partnership
I, Ltd., owns the remaining 99% limited partnership interest in
Debtor.
South Beach Street Development filed its voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02337) on April 23, 2020. At the time of filing, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. Bradley J Anderson, Esq., at Zimmerman Kiser &
Sutcliffe, P.A., represents the Debtor. Clayton, Roper & Marshall
Inc., led by Craig H. Clayton, MAI and P. Vaughn Fakess, is the
Debtor's appraiser.
TERRIER MEDIA: S&P Alters Outlook to Negative, Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Terrier
Media Buyer Inc. (Cox Media Group) and revised its outlook to
negative from stable.
S&P expects CMG's leverage to spike in 2020 and remain above 6.5x
through 2021.
"Its pro forma gross debt to average trailing-eight-quarters EBITDA
was 5.9x as of Dec 31, 2019, but we expect declines in core
broadcast advertising revenue from economic weakness will more than
offset higher political revenue in 2020 from the U.S. presidential
election, resulting in leverage spiking above our 6.5x downgrade
threshold in 2020 and remaining above this level in 2021. The
company has executed staff reductions, salary cuts, and other cost
reduction efforts, but we believe this will likely be insufficient
to offset the material decline in revenue," S&P said.
While leverage will spike, S&P expects the company will still
generate roughly 5% FOCF to debt in 2020. The company's healthy
cash flow characteristics support the current rating, and the
resolution of the negative outlook will be closely tied to CMG's
cash flow generation over the next twelve months. The company had
$150 million of cash on the balance sheet as of March 31, 2020, and
will have more than sufficient liquidity to weather the downturn.
Advertisers have already pulled back on spending.
"We now forecast that U.S. real GDP will contract 5.2% in 2020,
substantially more severe than our March forecast for a 1.3%
decline. We believe the recession will reduce economic activity by
roughly three times the decline reported during the Great Recession
in one-third the time. Specifically, we expect declining consumer
confidence and spending during the recession to reduce industrywide
local core TV advertising, excluding political, 21.5% in 2020 and
broadcast radio advertising revenue 23.5% in 2020," S&P said.
"Given the shorter lead time for broadcast TV and radio advertising
relative to other types of media, broadcasters started to feel the
effects of the coronavirus' spread in March. We expect the steepest
spending declines in the second and third quarters before modest
improvement in the fourth. While the rate of the virus' spread and
its potential peak is uncertain, we expect it to peak about midyear
and be followed by a U-shaped recovery in the second half," the
rating agency said.
The negative outlook reflects the possibility that
steeper-than-expected declines or a weak recovery in core
advertising could cause leverage to remain above 6.5x and FOCF to
debt to fall below 5% through the next political cycle in 2022.
S&P could lower the rating under any of the following scenarios:
-- If the declines in core advertising were more severe than S&P
expected or if the recovery were delayed, such that FOCF to debt
fell well below 5% in 2021;
-- If S&P did not expect the company to reduce and sustain
leverage below 6.5x;
-- If the company used its cash and revolving credit facility
availability to pursue acquisitions that were not immediately
accretive and de-leveraging; or
-- If the company pursued any shareholder rewarding initiatives
that limited its ability to de-lever.
S&P could revise the outlook to stable if all of the following
occurred:
-- Core advertising revenue showed signs of a substantial
recovery,
-- S&P expected FOCF to debt would remain above 5% through the
downturn, and
-- S&P expected leverage would decline below 6.5x by the next
political cycle in 2022.
VILLA ABRIGO: Has Until July 8 to File Plan & Disclosures
---------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida has entered an order within which the deadline
for debtor Villa Abrigo at Celeste, LLC, to file its plan and
disclosure statement is extended to July 8, 2020.
A copy of the order dated May 26, 2020, is available at
https://tinyurl.com/yc9oxo7k from PacerMonitor at no charge.
The Debtor is represented by:
Brian K. McMahon, P.A
1401 Forum Way 6th Floor
West Palm Beach, FL. 33401
Telephone: 561-478-2500
Facsimile: 561-478-3111
E-mail: briankmcmahon@gmail.com
About Villa Abrigo at Celeste
Villa Abrigo at Celeste, LLC, a privately held company based in
Delray Beach, Fla., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-10285) on Jan. 9,
2020. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Erik P. Kimball oversees the case. The Debtor is
represented by Brian K. McMahon, Esq.
WEATHERS PROPERTIES: Seeks to Hire Launch Real Estate
-----------------------------------------------------
Weathers Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Allan Bone of Launch
Real Estate as real estate agent.
The Debtor desires to employ Allan Bone to market and sell the
Debtor's real property located at 6848 East Meadowlark Lane,
Paradise Valley, Arizona.
The compensation to be paid to Allan Bone at close of escrow is
equal to five (5) percent (5%) of the total sales price of the
Property, of which two (2) percent (2%) is to be paid to the
buyer's broker if applicable.
Allan Bone, a real estate agent with Launch Real Estate, disclosed
in court filings that he has no interest adverse to the above-named
Debtor, or the estate in matters upon which he is to be engaged but
for the payment of any commission resulting from the close of
escrow for the sale of the Debtor's property.
The professional can be reached at:
Allan Bone
LAUNCH REAL ESTATE
4167 North Marshall Way
Scottsdale, AZ 85251
Telephone: (480) 776-1555
E-mail: allannbone@gmail.com
About Weathers Properties
Weathers Properties LLC is the fee simple owner of a residential
property located at 6848 East Meadlowlark Lane, Paradise Valley,
AZ, 85253 having an appraised value of $3 million.
Weathers Properties, LLC, based in Paradise Valley, AZ, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 20-06990) on June 10,
2020. In its petition, the Debtor disclosed $3,000,000 in assets
and $2,261,268 in liabilities. The petition was signed by Lori
Leeds, trustee of the Leeds Trust Dated 2/5/2019, managing member.
The Hon. Eddward P. Ballinger Jr. presides over the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., serves as
bankruptcy counsel.
YOUNG SMILES: Plan to be Funded by Continued Business Operations
----------------------------------------------------------------
Debtor Young Smiles Pediatric Dentistry and Spa, P.A., filed with
the U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, a Disclosure Statement describing its Plan of
Reorganization dated May 26, 2020.
Class 1 consists of Secured claim of BBVA USA f/k/a Compass Bank
(Claim No. 1). This claim is for the total amount of $794,778
Class 2 consists of Secured claim of Bank of America, N.A. (Claim
No. 3). This claim is for the total amount of $277,107.
There are no non-tax Priority Claims. There are no general
unsecured claims.
Class 3 - Equity Security Holders of the Debtor. The Debtor will
retain its equity in the property of the bankruptcy estate
postconfirmation.
Payments and distributions under the Plan will be funded by the
income received through the continued business operations of the
Debtor or Reorganized Debtor. The Debtor intends to retain its
current management and will continue to implement changes in its
business model for more cost-effective operations, in addition to
pursuing new sales development lines, increasing subcontractor
opportunities, and other new customer opportunities.
The Post-Confirmation Manager of the Debtor, and their
compensation, shall be as follows: Kera Young is the Manager of the
Debtor and her salary is $5,000 monthly.
A full-text copy of the Disclosure Statement dated May 26, 2020, is
available at https://tinyurl.com/ydbx2cag from PacerMonitor at no
charge.
Attorney for Debtor:
Samantha L. Dammer
Tampa Law Advocates, P.A.
620 E. Twiggs Street, Suite 110
Tampa, FL 33602
Tel: (813) 288-0303
E-mail: sdammer@attysam.com
About Young Smiles Pediatric
Dentistry & Spa P.A.
Young Smiles Pediatric Dentistry & Spa, P.A. --
https://youngsmilesdental.net/ -- offers dental services for
infants, children, and adolescents.
Young Smiles Pediatric Dentistry & Spa, P.A., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case
No.19-08904) on Sept. 20, 2019. In the petition signed by Dr. Kera
Young, president, the Debtor disclosed $277,974 in assets and
$1,040,400 in liabilities. Samantha L. Dammer, Esq., at Tampa Law
Advocates, P.A., is the Debtor's counsel.
[^] BOOK REVIEW: Bendix-Martin Marietta Takeover War
----------------------------------------------------
MERGER: The Exclusive Inside Story of the Bendix-Martin Marietta
Takeover War
Author: Peter F. Hartz
Publisher: Beard Books
Soft cover: 418 pages
List Price: $34.95
Review by Gail Owens Hoelscher
William Agee, the youngest man ever to head one of the top 100
American corporations, seemed unstoppable. In 1977, at the age of
39, he took over Bendix Corporation, an aerospace, automotive, and
industrial firm, determined to diversify the company out of the
automotive industry. In his words, "Automobile brakes are in the
winter of their life and so is the entire automobile industry." He
sold off a few Bendix units, got some cash together, and began to
look for acquisitions.
Then Agee's relationship with Mary Cunningham burst into the news.
Agee had promoted Cunningham from his executive assistant to vice
president, to the outrage of other Bendix employees. Their affair,
replete with power, brains, youth, good looks, charm, denial, and
deceit, fascinated the American public. Cunningham was forced to
leave Bendix to work for Seagrams, with the entire country
wondering just how well she would do. The two divorced their
respective spouses and married soon thereafter. To the chagrin of
many, Cunningham continued to play a pivotal role in Bendix
affairs.
Eager to regain his standing, Agee turned to acquisition as soon as
the gossip died down. A failed attempt to acquire RCA left him more
determined than ever. He then set his sights on Martin-Marietta, an
undervalued gem in the 1982 stock market slump.
Thus began an all-out war of tenders and countertenders, egoism and
conceit, half-truths and dissimulation, and sudden alliances and
last-minute court decisions.
This is a very exciting account of the war's scuffles, skirmishes,
and battles. The author, son of a long-time Bendix director, was
able to interview some of the major participants who most likely
would have refused the requests of other authors. Some gave him
access to personal notes from the various proceedings. The author
thoroughly researched the documents involved in the takeover war,
as well as news reports and press releases. He explains the
complicated legal maneuverings very clearly, all the while keeping
the reader entertained with the personal lives and thoughts of the
players.
People love this book. The New York Times Book Review said
"Aggression and treachery, hairbreadth escapes and last-minute
reversals, "white knights" and "shark repellants" -- all of these
and more can be found in the true-life adventure of the
Bendix-Martin Marietta merger war." The Wall Street Journal said
"Merger brims with tension, authentic-sounding dialogue and insider
detail."
Peter F. Hartz was born in Toronto, Canada, in 1953, and moved to
the U.S. as a child. He holds degrees from Colgate University and
Brown University. He lives in Toluca Lake, California.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***